0000899243-16-016187.txt : 20160316
0000899243-16-016187.hdr.sgml : 20160316
20160316204154
ACCESSION NUMBER: 0000899243-16-016187
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160314
FILED AS OF DATE: 20160316
DATE AS OF CHANGE: 20160316
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROVIDENCE SERVICE CORP
CENTRAL INDEX KEY: 0001220754
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 860845127
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 44 EAST BROADWAY BLVD.
STREET 2: SUITE 350
CITY: TUSCON
STATE: AZ
ZIP: 85701
BUSINESS PHONE: 520-747-6600
MAIL ADDRESS:
STREET 1: 44 EAST BROADWAY BLVD.
STREET 2: SUITE 350
CITY: TUSCON
STATE: AZ
ZIP: 85701
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gray Adam
CENTRAL INDEX KEY: 0001454123
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 161511035
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital Partners II, L.P.
CENTRAL INDEX KEY: 0001567187
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 161511036
BUSINESS ADDRESS:
STREET 1: METRO CENTER
STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902-6800
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: METRO CENTER
STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902-6800
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COLISEUM CAPITAL PARTNERS, L.P.
CENTRAL INDEX KEY: 0001356974
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 161511037
BUSINESS ADDRESS:
STREET 1: METRO CENTER, 1 STATION PLACE
STREET 2: 7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: METRO CENTER, 1 STATION PLACE
STREET 2: 7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902
FORMER NAME:
FORMER CONFORMED NAME: COLISEUM CAPITAL PARTNERS L P
DATE OF NAME CHANGE: 20060322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital, LLC
CENTRAL INDEX KEY: 0001409585
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 161511038
BUSINESS ADDRESS:
STREET 1: 825 THIRD AVENUE
STREET 2: 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-488-5555
MAIL ADDRESS:
STREET 1: 825 THIRD AVENUE
STREET 2: 36TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shackelton Christopher S
CENTRAL INDEX KEY: 0001430708
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 161511039
MAIL ADDRESS:
STREET 1: 767 THIRD AVENUE
STREET 2: 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10017
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital Co-Invest, L.P.
CENTRAL INDEX KEY: 0001572285
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 161511034
BUSINESS ADDRESS:
STREET 1: METRO CENTER
STREET 2: 1 STATION PLACE,7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902-6800
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: METRO CENTER
STREET 2: 1 STATION PLACE,7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902-6800
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital Management, LLC
CENTRAL INDEX KEY: 0001409751
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 161511040
BUSINESS ADDRESS:
STREET 1: METRO CENTER
STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: METRO CENTER
STREET 2: 1 STATION PLACE, 7TH FLOOR SOUTH
CITY: STAMFORD
STATE: CT
ZIP: 06902
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-03-14
0
0001220754
PROVIDENCE SERVICE CORP
PRSC
0001409751
Coliseum Capital Management, LLC
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH
STAMFORD
CT
06902
1
0
1
0
0001430708
Shackelton Christopher S
METRO CENTER
1 STATION PLACE, 7TH FLOOR,
STAMFORD
CT
06902
1
0
1
0
0001409585
Coliseum Capital, LLC
METRO CENTER
1 STATION PLACE, 7TH FLOOR,
STAMFORD
CT
06902
1
0
1
0
0001356974
COLISEUM CAPITAL PARTNERS, L.P.
METRO CENTER
1 STATION PLACE, 7TH FLOOR,
STAMFORD
CT
06902
1
0
1
0
0001567187
Coliseum Capital Partners II, L.P.
METRO CENTER
1 STATION PLACE, 7TH FLOOR,
STAMFORD
CT
06902
1
0
1
0
0001454123
Gray Adam
METRO CENTER
1 STATION PLACE, 7TH FLOOR,
STAMFORD
CT
06902
1
0
1
0
0001572285
Coliseum Capital Co-Invest, L.P.
METRO CENTER
1 STATION PLACE, 7TH FLOOR,
STAMFORD
CT
06902
1
0
1
0
Common Stock
2016-03-14
4
M
0
2065
0.00
A
2224366
I
See Footnote
Common Stock
2016-03-14
4
D
0
2065
53.57
D
2222301
I
See Footnote
Common Stock
2016-03-15
4
S
0
42075
53.05
D
2180226
I
See Footnote
Common Stock
2016-03-16
4
S
0
36344
52.20
D
2143882
I
See Footnotes
Phantom Stock
2016-03-14
4
M
0
2065
0.00
D
2016-03-14
2016-03-14
Common Stock
2065
0
I
See Footnote
Phantom Stock
2016-03-14
4
A
0
3360
0.00
A
Common Stock
3360
3360
I
See Footnote
Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock on such date.
The cash settlement of 2,065 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock. The phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date, which was $53.57 based on the closing price of the Common Stock on March 14, 2016.
The phantom stock was received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement under which Christopher Shackelton ("Shackelton") assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. Coliseum Capital, LLC ("CC") serves as the general partner for CCP and Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Management, LLC ("CCM") serves as investment advisor to CCP and CCP2. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.
The Common Stock is held directly by (a) CCP, (b) CCP2 and (c) a separate account investment advisory client of CCM (the "Separate Account"). Shackelton and 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 the CCP, CCP2 and the Separate Account due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from CCP and CCP2. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.25 to $53.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.95 to $52.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 1,205,313, 326,682, 611,887 shares of Common Stock, respectively.
These securities vest in three equal annual installments beginning on March 14, 2017.
Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM; CC; CCP; CCP2; CCC; and Gray.
Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact
2016-03-16
Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact
2016-03-16
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact
2016-03-16
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact
2016-03-16
Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact
2016-03-16
Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact
2016-03-16
Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact
2016-03-16