FORM 4
[ X ] 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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Feitzinger Edward G.
2. Issuer Name and Ticker or Trading Symbol

UTi WORLDWIDE INC [ UTIW ]
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)

C/O UTI, SERVICES, INC., 100 OCEANGATE, SUITE 1500
3. Date of Earliest Transaction (MM/DD/YYYY)

1/22/2016
(Street)

LONG BEACH, CA 90802
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Ordinary Shares   1/22/2016     D    290126   D $7.10   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Employee Stock Option (Right to Buy)   $12.58   1/22/2016     D         8408      (2) 6/29/2020   Ordinary Shares   8408     (2) 0   D    
Employee Stock Option (Right to Buy)   $20.07   1/22/2016     D         9417      (3) 4/15/2021   Ordinary Shares   9417     (3) 0   D    
Employee Stock Option (Right to Buy)   $16.81   1/22/2016     D         13470      (4) 4/13/2022   Ordinary Shares   13470     (4) 0   D    
Employee Stock Option (Right to Buy)   $14.05   1/22/2016     D         24502      (5) 4/15/2023   Ordinary Shares   24502     (5) 0   D    

Explanation of Responses:
( 1)  Pursuant to the Merger Agreement, dated as October 9, 2015 (the "Merger Agreement"), by and among UTi Worldwide Inc. (the "Issuer"), DSV A/S ("Parent") and Louvre Acquisitionco, Inc. ("Merger Sub"), on January 22, 2016 (the "Effective Time"), Merger Sub merged with and into the Issuer (the "Merger"), and as a result these securities of the Issuer were automatically cancelled and converted into the right to receive $7.10 per share in cash (the "Merger Consideration").
( 2)  This option, which provided for vesting in full on January 29, 2011 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
( 3)  This option, which provided for vesting in three equal annual installments beginning April 14, 2012 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
( 4)  This option, which provided for vesting in three equal annual installments beginning April 14, 2013 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.
( 5)  This option, which provided for vesting in three equal annual installments beginning April 15, 2014 and had an exercise price greater than the Merger Consideration, was automatically cancelled and converted into the right to receive a cash payment of $0.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Feitzinger Edward G.
C/O UTI, SERVICES, INC.
100 OCEANGATE, SUITE 1500
LONG BEACH, CA 90802
X
Chief Executive Officer

Signatures
/s/ Stephen D. Cooke, Attorney-in-Fact for Edward G. Feitzinger 1/25/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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