SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Coliseum Capital Management, LLC (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/05/2012	3. Issuer Name and Ticker or Trading Symbol PROVIDENCE SERVICE CORP [ PRSC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 06/07/2012
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,394,158(1)(2)	I	See Footnote(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Coliseum Capital Management, LLC (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shackelton Christopher S (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coliseum Capital, LLC (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COLISEUM CAPITAL PARTNERS L P (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coliseum Capital Partners II, L.P. (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLACKWELL PARTNERS LLC (Last) (First) (Middle) C/O DUMAC, LLC 406 BLACKWELL STREET, SUITE 300 (Street) DURHAM NC 27701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gray Adam (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These securities are held directly by (a) 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) Blackwell Partners, LLC ("Blackwell"), a separate account investment advisory client of CCM. Christopher Shackelton and Adam Gray manage CCM and CC.

2. Mr. Shackelton and Adam Gray are managers of and have an ownership interest in each of CCM and CC and may be deemed to have an indirect pecuniary interest in the shares held by CCP and Blackwell due to CCM's right to receive performance-related fees from Blackwell and CC's right to receive performance-related fees from CCP. Each of Christopher Shackelton, Adam Gray, Blackwell, CCP, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

	/s/ Christopher Shackelton	08/02/2013
	Coliseum Capital Management, LLC, By: /s/ Christopher Shackelton, Manager	08/02/2013
	Coliseum Capital, LLC, By: Christopher Shackelton, Manager	08/02/2013
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: Christopher Shackelton, Manager	08/02/2013
	Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: Christopher Shackelton, Manager	08/02/2013
	Blackwell Partners, LLC, By: Coliseum Capital Management, LLC, its Attorney-in-fact, By: Christopher Shackelton, Manager	08/02/2013
	/s/ Adam Gray	08/02/2013
	** 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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.