Edgar Filing: UNIVERSAL TECHNICAL INSTITUTE INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

EISENSON MICHAEL R

2. Issuer Name and Ticker or Trading Symbol
UNIVERSAL TECHNICAL INSTITUTE INC [UTI]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

CHARLESBANK CAPITAL PARTNERS, LLC, 200 CLARENDON STREET, 54TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2006

(Street)

BOSTON, MA 02116

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/03/2006		S		60,500 ⁽¹⁾	D	$ 32.4526	248,106 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	03/06/2006		S		74,300 ⁽¹⁾	D	$ 32.3146	173,806 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	03/07/2006		S		22,400 ⁽¹⁾	D	$ 32.4212	151,406 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	03/08/2006		S		22,800 ⁽¹⁾	D	$ 32.2551	128,606 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	03/10/2006		S		24,000 ⁽¹⁾	D	$ 32.5985	104,606 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	03/13/2006		S		20,000 ⁽¹⁾	D	$ 31.7174	84,606 ⁽²⁾ ⁽³⁾ ⁽⁴⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾
Common Stock	03/14/2006		S		25,450 ⁽¹⁾	D	$ 31.4917	59,156 ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	I ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾	See footnotes ⁽²⁾ ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
EISENSON MICHAEL R CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116	X

Signatures

/s/ Tami E. Nason, Attorney-in-fact of the Reporting Person		03/16/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Total shares disposed of in the transactions listed in Table I represent, in the aggregate, 215,874 shares held by Charlesbank Equity Fund V, Limited Partnership, 29,868 shares held by CB Offshore Fund V, L.P., 3,153 shares held by Charlesbank Equity Coinvestment Fund V, Limited Partnership and 555 by Charlesbank Coinvestment Partners, Limited Partnership.
(2)	Michael R. Eisenson is a non-employee director of the Issuer and is also a managing director and Chief Executive Officer of Charlesbank Capital Partners, LLC, which is the general partner of Charlesbank Equity Fund V GP, Limited Partnership, and Charlesbank Coinvestment Partners, Limited Partnership. Charlesbank Equity Fund V GP, Limited Partnership is the general partner of Charlesbank Equity Fund V, Limited Partnership, CB Offshore Fund V, L.P., and Charlesbank Equity Coinvestment Fund V, Limited Partnership.
(3)	In addition to Michael R. Eisenson, Kim G. Davis, Andrew S. Janower, Tim R. Palmer and Mark A. Rosen (collectively, the "Managing Directors") are managing directors of Charlesbank Capital Partners, LLC. The Managing Directors have shared voting and investment power with respect to the shares of Common Stock held by Charlesbank Equity Fund V, Limited Partnership, CB Offshore Equity Fund V, L.P., Charlesbank Equity Coinvestment Fund V, Limited Partnership, Charlesbank Coinvestment Partners, Limited Partnership and Charlesbank Equity Fund V GP, Limited Partnership (together with Charlesbank Capital Partners LLC, the "Charlesbank Entities").
(4)	The Managing Directors and the Charlesbank Entities may be deemed to share beneficial ownership of the shares of Common Stock, or portions thereof, and each of them disclaims his or its beneficial ownership, other than his or its pecuniary interest, therein. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), this filing shall not be deemed an admission that any of them is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities of the issuer in excess of his or its pecuniary interest therein.
(5)	Following the dispositions described in Table I above, Charlesbank Equity Fund V, Limited Partnership, CB Offshore Equity Fund V, L.P., and Charlesbank Coinvestment Fund V, Limited Partnership transferred in the aggregate 59,156 shares of Common Stock to Charlesbank Equity Fund V, GP, Limited Partnership. Charlesbank Equity Fund V, GP, Limited Partnership intends to distribute such shares pro-rata to its partners.

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