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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(Print or Type Responses)

1. Name and Address of Reporting Person * MCWATERS KIMBERLY J   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 __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 16220 N. SCOTTSDALE ROAD, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 09/05/2013 (Street) SCOTTSDALE, AZ 85254 4. If Amendment, Date Original Filed(Month/Day/Year) 09/09/2013 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) Code V Amount (A) or (D) Price Common Stock, $0.0001 par value 09/05/2013   A   83,334 (1) (2) A $ 0 361,757 (2) D

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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MCWATERS KIMBERLY J 16220 N. SCOTTSDALE ROAD SUITE 100 SCOTTSDALE, AZ 85254	X		Chief Executive Officer

Signatures

/s/ Kimberly J McWaters		10/09/2013
**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)	The Board of Directors approved the grant on September 5, 2013. The restricted stock units vest in four equal annual installments.
(2)	Due to an administrative error in the calculation of the restricted stock units awarded on 9/5/13, the number of restricted stock units reported in the Form 4 filed on 9/9/13 was incorrect. This Amendment is filed (i) to correct the number of restricted stock units awarded to the reporting person reported in Column 4; (ii) to make the related correction to the amount in Column 5 for the reported transaction; and (iii) to make the related correction to the total number of directly held shares following any transactions that occurred after 9/9/13 and before the date of this Amendment, as reported in Column 5 of Table I of the related Form 4 filings. The amount in Column 5 of this Amendment is as of the transaction date and following the grant; it does not give effect to any transactions or filings subsequent to 9/ 9/13.
Remarks: This Amendment does not repeat or amend any line-item holdings set forth in the original Form 4 filed on September 9, 2013 other than the transaction line set forth herein.

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