UTI

SEC source: 0000950170-23-071582 · ownership.xml · derivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 411,644

Underlying: Common Stock · 1,000,000 shares

Expires not disclosed

F2 · derivative.exercise_price: Pursuant to their terms, the Preferred Shares convert into Common Stock at a rate of approximately 30.03 shares of Common Stock for each Preferred Share (the "Conversion Rate").

F5 · shares: Reflects the sale of 27,663 Preferred Shares by CCP and 5,637 Preferred Shares by the Separate Account, in each case to the Issuer pursuant to a Preferred Stock Repurchase Agreement entered into by the Issuer, CCP and the Separate Account on December 18, 2023 (the "Repurchase Agreement").

F7 · price: The price was based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate, subject to possible adjustment as described below.

F8 · price: Under the terms of the Repurchase Agreement, if the VWAP of the Common Stock on the NYSE from and including December 19, 2023 to and including December 22, 2023 is greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price will be adjusted to reflect such difference. The Reporting Persons will amend this Form 4 to the extent there is an adjustment to the the purchase price of the Preferred Shares.

F6 · derivative.exercise_date: When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date.

F6 · derivative.expiration_date: When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date.

F9 · ownership.nature: After the sale pursuant to the Repurchase Agreement, CCP and the Separate Account held 341,961 and 69,683 Preferred Shares, respectively, which converted into Common Stock as described herein.

SEC source: 0000950170-23-071582 · ownership.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 13,290,642

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Reflects the conversion into Common Stock of (a) 341,961 Preferred Shares held by Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and (b) 69,683 Preferred Shares held by a separate account investment advisory client of CCM (the "Separate Account").

F2 · price: Pursuant to their terms, the Preferred Shares convert into Common Stock at a rate of approximately 30.03 shares of Common Stock for each Preferred Share (the "Conversion Rate").

F3 · ownership.nature: Following the transactions reported herein, CCP holds 11,018,282 shares of Common Stock and the Separate Account holds 2,272,360 shares of Common Stock.

F4 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-23-020693 · doc4a.xml · derivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 411,644

Underlying: Common Stock · 1,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to their terms, the Preferred Shares convert into Common Stock at a rate of approximately 30.03 shares of Common Stock for each Preferred Share (the "Conversion Rate").

F2 · shares: Reflects the sale of 27,663 Preferred Shares by Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and 5,637 Preferred Shares by a separate account investment advisory client of CCM (the "Separate Account"), in each case to the Issuer pursuant to a Preferred Stock Repurchase Agreement entered into by the Issuer, CCP and the Separate Account on December 18, 2023 (the "Repurchase Agreement").

F4 · price: As noted in the Form 4 filed by the Reporting Persons on December 19, 2023 (the "Prior Form 4"), the sale price was was initially based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") reported on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate.

F5 · price: As noted in the the Prior Form 4, under the terms of the Repurchase Agreement, if the VWAP of the Common Stock on the NYSE from and including December 19, 2023 to and including December 22, 2023 (the "Subsequent VWAP") was greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price would be adjusted to reflect such difference (the "Adjusted Purchase Price").

F6 · price: The Subsequent VWAP was $11.32. Accordingly, the Reporting Persons hereby amend the Prior Form 4 to reflect the Adjusted Purchase Price.

F3 · derivative.exercise_date: When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date.

F3 · derivative.expiration_date: When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date.

F7 · ownership.nature: After the sale pursuant to the Repurchase Agreement, CCP and the Separate Account held 341,961 and 69,683 Preferred Shares, respectively, which converted into Common Stock as described in the Prior Form 4.

SEC source: 0000950170-24-027421 · ownership.xml · derivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnote

Disclosed balance after: 411,644

Underlying: Common Stock · 1,000,000 shares

Expires not disclosed

F1 · derivative.exercise_price: Pursuant to their terms, the Preferred Shares convert into Common Stock at a rate of approximately 30.03 shares of Common Stock for each Preferred Share (the "Conversion Rate").

F2 · kind: On December 26, 2023, the Reporting Persons filed an amendment (the "Amended Form 4") to the Form 4 filed by the Reporting Persons on December 19, 2023 (the "Initial Form 4"), in order to reflect the Adjusted Purchase Price (as defined below). The Initial Form 4 and the Amended Form 4 incorrectly referenced Transaction Code "S" instead of Transaction Code "D" in column 4 of Part II of each of the Initial Form 4 and the Amended Form 4 with respect to the sale of 33,300 Preferred Shares (the "Preferred Sale"). The Reporting Persons hereby amend the Initial Form 4 and the Amended Form 4 to reflect the correct Transaction Code "D" with respect to the Preferred Sale.

F3 · shares: Reflects the sale of 27,663 Preferred Shares by Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser and 5,637 Preferred Shares by a separate account investment advisory client of CCM (the "Separate Account"), in each case to the Issuer pursuant to a Preferred Stock Repurchase Agreement entered into by the Issuer, CCP and the Separate Account on December 18, 2023 (the "Repurchase Agreement").

F5 · price: As noted in the Initial Form 4, the sale price was initially based on the volume-weighted average price (the "VWAP") of the Common Stock on the New York Stock Exchange (the "NYSE") reported on December 18, 2023 of $10.78 per share (the "Initial VWAP"), taking into account the Conversion Rate.

F6 · price: As noted in the Initial Form 4, under the terms of the Repurchase Agreement, if the VWAP of the Common Stock on the NYSE from and including December 19, 2023 to and including December 22, 2023 (the "Subsequent VWAP") was greater than the Initial VWAP (up to a maximum of $13.00 per share), then the aggregate purchase price would be adjusted to reflect such difference (the "Adjusted Purchase Price").

F7 · price: The Subsequent VWAP was $11.32. Accordingly, the Reporting Persons hereby amend the Initial Form 4 to reflect the Adjusted Purchase Price.

F4 · derivative.exercise_date: When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date.

F4 · derivative.expiration_date: When issued, the Preferred Shares were only exercisable into a limited number of shares of Common Stock pursuant to the terms of the Certificate of Designations unless certain conditions were met, which have now been satisfied. The Series A Convertible Preferred Stock has no expiration date.

F8 · ownership.nature: After the sale pursuant to the Repurchase Agreement, CCP and the Separate Account held 341,961 and 69,683 Preferred Shares, respectively, which converted into Common Stock as described in the Initial Form 4.

SEC source: 0001261654-23-000135 · wk-form4_1702943435.xml · derivative · entry 3

Kline Christine · CIK 0002002128 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 2,105 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.expiration_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000135 · wk-form4_1702943435.xml · nonDerivative · entry 2

Kline Christine · CIK 0002002128 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,172

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.

SEC source: 0001261654-23-000135 · wk-form4_1702943435.xml · nonDerivative · entry 1

Kline Christine · CIK 0002002128 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 8,759

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001261654-23-000137 · wk-form4_1702943488.xml · derivative · entry 3

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 13,154 shares

Expires 2023-12-10

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000137 · wk-form4_1702943488.xml · nonDerivative · entry 2

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 47,409

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.

SEC source: 0001261654-23-000137 · wk-form4_1702943488.xml · nonDerivative · entry 1

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 51,073

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001261654-23-000147 · wk-form4_1702943797.xml · derivative · entry 3

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 57,875 shares

Expires 2020-12-05

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.expiration_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000147 · wk-form4_1702943797.xml · nonDerivative · entry 2

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 204,443

F1 · shares: Vesting of Performance Units granted on 12/10/2020. Shares withheld to satisfy tax liability.

SEC source: 0001261654-23-000147 · wk-form4_1702943797.xml · nonDerivative · entry 1

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 228,375

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001261654-23-000145 · wk-form4_1702943652.xml · derivative · entry 3

Anderson Troy R · CIK 0001789633 · EVP and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 17,626 shares

Expires 2023-12-10

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000145 · wk-form4_1702943652.xml · nonDerivative · entry 2

Anderson Troy R · CIK 0001789633 · EVP and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 87,442

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.

SEC source: 0001261654-23-000145 · wk-form4_1702943652.xml · nonDerivative · entry 1

Anderson Troy R · CIK 0001789633 · EVP and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 94,615

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001261654-23-000143 · wk-form4_1702943610.xml · derivative · entry 3

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 13,691 shares

Expires 2023-12-10

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000143 · wk-form4_1702943610.xml · nonDerivative · entry 2

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 209,225

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.

SEC source: 0001261654-23-000143 · wk-form4_1702943610.xml · nonDerivative · entry 1

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 214,911

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001261654-23-000141 · wk-form4_1702943571.xml · derivative · entry 3

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 8,419 shares

Expires 2023-12-10

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000141 · wk-form4_1702943571.xml · nonDerivative · entry 2

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 55,387

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.

SEC source: 0001261654-23-000141 · wk-form4_1702943571.xml · nonDerivative · entry 1

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 57,732

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001261654-23-000139 · wk-form4_1702943530.xml · derivative · entry 3

Hitchcock Todd A · CIK 0001799015 · SVP Chief Strategy & Transform

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 8,419 shares

Expires 2023-12-10

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

F2 · derivative.exercise_date: Each performance unit represents a contingent right to receive one share of the Company's Common Stock, $0.0001 par value, 60% of which vest based on revenue for the fiscal year ending September 30, 2023 and 40% of which vest based on income (loss) from operations for the fiscal year ending September 30, 2023, the sum of which will be adjusted by a compound annual total shareholder return ("TSR") modifier (which modifier may result in the adjustment of the performance units by up to 25% either upward or downward). For purposes of determining the TSR, the change in the price of the Company's common stock is based upon the 30-trading day average closing stock price (i) ending on and including the grant date, and (ii) ending on and including the last day of the Performance Period. The amount represents the maximum number of shares that may be delivered pursuant to the award, which is 187.5% of the target number of shares.

SEC source: 0001261654-23-000139 · wk-form4_1702943530.xml · nonDerivative · entry 2

Hitchcock Todd A · CIK 0001799015 · SVP Chief Strategy & Transform

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 43,541

F1 · shares: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.

SEC source: 0001261654-23-000139 · wk-form4_1702943530.xml · nonDerivative · entry 1

Hitchcock Todd A · CIK 0001799015 · SVP Chief Strategy & Transform

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 45,592

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001261654-23-000117 · wk-form4_1702435254.xml · derivative · entry 11

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 7,852 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F10 · derivative.exercise_date: The restricted stock units vest in three equal annual installments beginning on 12/10/2021.

F10 · derivative.expiration_date: The restricted stock units vest in three equal annual installments beginning on 12/10/2021.

SEC source: 0001261654-23-000117 · wk-form4_1702435254.xml · nonDerivative · entry 6

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 201,220

F4 · price: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000117 · wk-form4_1702435254.xml · nonDerivative · entry 5

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 204,507

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

SEC source: 0001261654-23-000115 · wk-form4_1702431686.xml · derivative · entry 11

Anderson Troy R · CIK 0001789633 · EVP and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 10,258 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F9 · derivative.exercise_date: Shares of Common Stock received from vesting of restricted stock units granted on 12/10/2020.

F9 · derivative.expiration_date: Shares of Common Stock received from vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000115 · wk-form4_1702431686.xml · nonDerivative · entry 6

Anderson Troy R · CIK 0001789633 · EVP and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 76,989

F4 · price: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000115 · wk-form4_1702431686.xml · nonDerivative · entry 5

Anderson Troy R · CIK 0001789633 · EVP and CFO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 79,795

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

SEC source: 0001261654-23-000113 · wk-form4_1702428341.xml · derivative · entry 11

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 31,940 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F6 · derivative.exercise_date: The restricted stock units vest in three equal annual installments beginning on 12/10/2021.

F6 · derivative.expiration_date: The restricted stock units vest in three equal annual installments beginning on 12/10/2021.

SEC source: 0001261654-23-000113 · wk-form4_1702428341.xml · nonDerivative · entry 6

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 170,500

SEC source: 0001261654-23-000113 · wk-form4_1702428341.xml · nonDerivative · entry 5

Grant Jerome Alan · CIK 0001723537 · Director · Chief Executive Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 183,708

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

SEC source: 0001261654-23-000129 · wk-form4_1702477520.xml · derivative · entry 10

Kline Christine · CIK 0002002128 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 1,162 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F8 · derivative.exercise_date: Shares of Common Stock received from vesting of restricted stock units granted on 12/10/2020.

F8 · derivative.expiration_date: Shares of Common Stock received from vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000129 · wk-form4_1702477520.xml · nonDerivative · entry 6

Kline Christine · CIK 0002002128 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,654

F4 · price: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000129 · wk-form4_1702477520.xml · nonDerivative · entry 5

Kline Christine · CIK 0002002128 · Chief Accounting Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 6,978

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

SEC source: 0001261654-23-000127 · wk-form4_1702477007.xml · derivative · entry 11

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 7,260 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F9 · derivative.exercise_date: Shares of Common Stock received from vesting of performance units granted on 12/10/2020.

F9 · derivative.expiration_date: Shares of Common Stock received from vesting of performance units granted on 12/10/2020.

SEC source: 0001261654-23-000127 · wk-form4_1702477007.xml · nonDerivative · entry 6

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 37,919

F4 · price: Shares withheld to satisfy tax liability for the vesting of performance units granted on 12/10/2020.

SEC source: 0001261654-23-000127 · wk-form4_1702477007.xml · nonDerivative · entry 5

Kevane Christopher E. · CIK 0001486632 · SVP Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 39,941

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

SEC source: 0001261654-23-000131 · wk-form4a_1702479777.xml · derivative · entry 11

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 4,646 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F9 · derivative.exercise_date: Shares of Common Stock received from vesting of restricted stock units granted on 12/10/2020.

F9 · derivative.expiration_date: Shares of Common Stock received from vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000131 · wk-form4a_1702479777.xml · nonDerivative · entry 6

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 49,313

F4 · price: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000131 · wk-form4a_1702479777.xml · nonDerivative · entry 5

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50,607

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

SEC source: 0001261654-23-000125 · wk-form4_1702476809.xml · derivative · entry 11

Hitchcock Todd A · CIK 0001799015 · SVP Chief Strategy & Transform

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 5,213 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F9 · derivative.exercise_date: The restricted stock units vest in three equal annual installments beginning on 12/10/2021.

F9 · derivative.expiration_date: The restricted stock units vest in three equal annual installments beginning on 12/10/2021.

SEC source: 0001261654-23-000125 · wk-form4_1702476809.xml · nonDerivative · entry 6

Hitchcock Todd A · CIK 0001799015 · SVP Chief Strategy & Transform

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 37,173

F4 · price: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000125 · wk-form4_1702476809.xml · nonDerivative · entry 5

Hitchcock Todd A · CIK 0001799015 · SVP Chief Strategy & Transform

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 38,443

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

SEC source: 0001261654-23-000123 · wk-form4_1702476238.xml · derivative · entry 11

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock, $0.0001 par value · 4,646 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

F9 · derivative.exercise_date: The restricted stock units vest in three equal annual installments beginning on 12/10/2021.

F9 · derivative.expiration_date: The restricted stock units vest in three equal annual installments beginning on 12/10/2021.

SEC source: 0001261654-23-000123 · wk-form4_1702476238.xml · nonDerivative · entry 6

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 49,313

F4 · price: Shares withheld to satisfy tax liability for the vesting of restricted stock units granted on 12/10/2020.

SEC source: 0001261654-23-000123 · wk-form4_1702476238.xml · nonDerivative · entry 5

Smith Lori B · CIK 0001799017 · SVP Chief Information Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 50,607

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Each restricted stock unit represents a contingent right to receive one share of UTI Common Stock.

SEC source: 0001261654-23-000117 · wk-form4_1702435254.xml · derivative · entry 10

Smith Sherrell · CIK 0001371105 · EVP, Campus Ops & Services

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 17,790

Underlying: Common Stock, $0.0001 par value · 17,790 shares

Expires not disclosed

F5 · derivative.exercise_price: Each restricted stock unit represents a contingent right to receive one share of Common Stock.

F9 · derivative.exercise_date: The restricted stock units vest in three equal installments beginning on December 8, 2024.

F9 · derivative.expiration_date: The restricted stock units vest in three equal installments beginning on December 8, 2024.