0000899243-20-004884.txt : 20200218 0000899243-20-004884.hdr.sgml : 20200218 20200218162800 ACCESSION NUMBER: 0000899243-20-004884 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200213 FILED AS OF DATE: 20200218 DATE AS OF CHANGE: 20200218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34221 FILM NUMBER: 20625703 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 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: 20625704 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 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: 20625705 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 212-488-5555 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 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: 20625706 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 FORMER NAME: FORMER CONFORMED NAME: COLISEUM CAPITAL PARTNERS L P DATE OF NAME CHANGE: 20060322 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: 20625707 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 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: 20625708 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 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: 20625709 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 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: 700 CANAL STREET STREET 2: THIRD FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-307-2800 MAIL ADDRESS: STREET 1: 700 CANAL STREET STREET 2: THIRD FLOOR CITY: STAMFORD STATE: CT ZIP: 06902 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-02-13 0 0001220754 PROVIDENCE SERVICE CORP PRSC 0001409751 Coliseum Capital Management, LLC 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001430708 Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001409585 Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001567187 Coliseum Capital Partners II, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001454123 Gray Adam 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001572285 Coliseum Capital Co-Invest, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 Common Stock 2020-02-14 4 M 0 619 0.00 A 869710 I See Footnote Common Stock 2020-02-14 4 D 0 619 68.75 D 869091 I See Footnotes Common Stock 2020-02-16 4 M 0 672 0.00 A 869763 I See Footnote Common Stock 2020-02-16 4 D 0 672 68.75 D 869091 I See Footnotes Phantom Stock 2020-02-13 4 A 0 1952 0.00 A Common Stock 1952 1952 I See Footnote Phantom Stock 2020-02-14 4 M 0 619 0.00 D 2020-02-14 2020-02-14 Common Stock 619 0 I See Footnote Phantom Stock 2020-02-16 4 M 0 672 0.00 D 2020-02-16 2020-02-16 Common Stock 672 0 I See Footnote Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). 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 as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each 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 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. These securities vest on February 13, 2021. 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. Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 380,292; 180,095; 308,704; and 0 shares of Common Stock, respectively. 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 2020-02-18 Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-02-18 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-02-18 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-02-18 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-02-18 Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-02-18 Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-02-18