13G Filing: Stadium Capital Management and Universal Technical Institute, Inc. (UTI)

Universal Technical Institute, Inc. (NYSE:UTI): Alexander Medina Seaver’s Stadium Capital Management filed an amended 13D.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Stadium Capital Management 0 2,205,639 0 2,205,639 2,205,639 8.9%
Stadium Capital Management GP 0 2,205,639 0 2,205,639 2,205,639 8.9%
Stadium Capital Partners 0 2,064,925 0 2,064,925 2,064,925 8.3%
Alexander M. Seaver 0 2,205,639 0 2,205,639 2,205,639 8.9%
Bradley R. Kent 0 2,205,639 0 2,205,639 2,205,639 8.9%

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Page 1 of 10 – SEC Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 6)

Universal Technical Institute, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

913915104

(CUSIP Number)

August 7, 2017

(Date of Event Which Requires Filing of this
Statement)

Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:

[XX]       Rule 13d-1(b)

[XX]       Rule 13d-1(c)

[ ]       Rule
13d-1(d)

* The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).

Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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Page 2 of 10 – SEC Filing

1. Name of Reporting Persons.

Stadium Capital Management, LLC
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) XXX

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power -0-

6. Shared Voting Power 2,205,639

7. Sole Dispositive Power -0-
8. Shared Dispositive Power 2,205,639
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,205,639
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 8.9%
12. Type of Reporting Person (See Instructions) OO, IA
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Page 3 of 10 – SEC Filing

1. Name of Reporting Persons.

Stadium Capital Management GP, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) XX

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization Delaware

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power -0-

6. Shared Voting Power 2,205,639

7. Sole Dispositive Power -0-
8. Shared Dispositive Power 2,205,639
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,205,639
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 8.9%
12. Type of Reporting Person (See Instructions) PN
3

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Page 4 of 10 – SEC Filing

1. Name of Reporting Persons.

Stadium Capital Partners, L.P.
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ______

(b) XXX

3. SEC Use Only

4. Citizenship or Place of Organization California

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power -0-

6. Shared Voting Power 2,064,925
7. Sole Dispositive Power -0-
8. Shared Dispositive Power 2,064,925
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,064,925
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 8.3%
12. Type of Reporting Person (See Instructions) PN
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Page 5 of 10 – SEC Filing

1. Name of Reporting Persons.

Alexander M. Seaver
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) XXX

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization United States

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power -0-

6. Shared Voting Power 2,205,639

7. Sole Dispositive Power -0-
8. Shared Dispositive Power 2,205,639
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,205,639
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 8.9%
12. Type of Reporting Person (See Instructions) IN
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Page 6 of 10 – SEC Filing

1. Names of Reporting Persons.

Bradley R. Kent
2. Check the Appropriate Box if a Member of a Group (See Instructions)

(a) XXX

(b) ______

3. SEC Use Only

4. Citizenship or Place of Organization United States

Number of

Shares

Beneficially

Owned by

Each Reporting

Person With:

5. Sole Voting Power -0-

6. Shared Voting Power 2,205,639

7. Sole Dispositive Power -0-
8. Shared Dispositive Power 2,205,639
9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,205,639
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) ______
11. Percent of Class Represented by Amount in Row (9) 8.9%
12. Type of Reporting Person (See Instructions) IN
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Page 7 of 10 – SEC Filing

Item 1.

(a) Name of Issuer

Universal Technical Institute, Inc.
(b) Address of Issuer’s Principal Executive Offices

16220 North Scottsdale Road, Suite 100, Scottsdale, AZ 85254

Item 2.

(a) The names of the persons filing this statement are:

Stadium Capital Management, LLC (“SCM”), Stadium Capital Management GP, L.P. (“SCMGP”), Stadium Capital
Partners, L.P. (“SCP), Alexander M. Seaver (“Seaver”), Bradley R. Kent (“Kent)

(collectively, the “Filers”).

SCP and SCMGP are filing jointly with
the other filers, but not as a member of a group, and expressly disclaims membership in a group.

(b) The principal business office of the Filers is located at:

199 Elm Street, New Canaan, CT 06840-5321

(c) For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
(d) This statement relates to shares of common stock of the Issuer (the “Stock”).
(e) The CUSIP number of the Issuer is: 913915104
Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [XX] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
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Page 8 of 10 – SEC Filing

(g) [XX] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] A non-U.S. institution in accordance with §240.13d-1(b)(ii)(J).
(k) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution
in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution _______________________________________________________________.

Item 4. Ownership.

See Items 5-9 and 11 of the cover page for each Filer.

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following [ ].

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

SCP is an investment limited partnership, the general partner of
which is SCMGP. SCM is the general partner of SCMGP, and an investment adviser whose clients have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. Seaver and Kent are the Managing Members
of SCM.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

Item 8. Identification and Classification of Members of the Group.

 

See Item 2(a) of this Schedule.

 

Item 9. Notice of Dissolution of Group

Not applicable.

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Page 9 of 10 – SEC Filing

Item 10. Certification.

The following Certification is made by SCM, SCMGP, Kent and Seaver.

By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect.

The following Certification is made by SCP.

By signing below I certify that, to the best
of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of
my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: November 27, 2017

STADIUM CAPITAL MANAGEMENT, LLC

By: /s/ Bradley R. Kent, Manager

 

/s/ Alexander M. Seaver

 

/s/ Bradley R. Kent

STADIUM CAPITAL PARTNERS, L.P.

By: Stadium Capital Management GP, L.P.

General Partner

By: Stadium Capital Management, LLC

General Partner

By: /s/ Bradley R. Kent, Manager

STADIUM CAPITAL MANAGEMENT GP, L.P.

By: Stadium Capital Management, LLC

General Partner

By:       /s/
Bradley R. Kent, Manager

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Page 10 of 10 – SEC Filing

EXHIBIT A

AGREEMENT REGARDING JOINT FILING

OF STATEMENT ON SCHEDULE 13D OR 13G

The undersigned agree to file jointly with
the Securities and Exchange Commission (the “SEC”) any and all statements on Schedule 13D or Schedule 13G (and any amendments
or supplements thereto) required under section 13(d) of the Securities Exchange Act of 1934, as amended, in connection with purchases
by the undersigned of the common stock of Universal Technical Institute, Inc. For that purpose, the undersigned hereby constitute
and appoint Stadium Capital Management, LLC a Delaware limited liability company, as their true and lawful agent and attorney-in-fact,
with full power and authority for and on behalf of the undersigned to prepare or cause to be prepared, sign, file with the SEC
and furnish to any other person all certificates, instruments, agreements and documents necessary to comply with section 13(d)
and section 16(a) of the Securities Exchange Act of 1934, as amended, in connection with said purchases, and to do and perform
every act necessary and proper to be done incident to the exercise of the foregoing power, as fully as the undersigned might or
could do if personally present.

Dated: November 27, 2017

STADIUM CAPITAL MANAGEMENT, LLC

By: /s/ Bradley R. Kent, Manager

 

/s/ Alexander M. Seaver

 

/s/ Bradley R. Kent

STADIUM CAPITAL PARTNERS, L.P.

By: Stadium Capital Management GP, L.P.

General Partner

By: Stadium Capital Management, LLC

General Partner

By: /s/ Bradley R. Kent, Manager

STADIUM CAPITAL MANAGEMENT GP, L.P.

By: Stadium Capital Management, LLC

General Partner

By:       /s/
Bradley R. Kent, Manager

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