0000899243-20-024570.txt : 20200908 0000899243-20-024570.hdr.sgml : 20200908 20200908170104 ACCESSION NUMBER: 0000899243-20-024570 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200903 FILED AS OF DATE: 20200908 DATE AS OF CHANGE: 20200908 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: 201164734 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: 201164735 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: 201164736 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: 201164737 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: 201164738 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: 201164739 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: 201164740 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 2020-09-03 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 2020-09-03 4 C 0 418 A 1795076 I See Footnotes Series A Convertible Preferred Stock 2020-09-03 4 S 0 27509 209.88 D Common Stock 68979 167 I See Footnotes Series A Convertible Preferred Stock 2020-09-03 4 C 0 167 0.00 D Common Stock 418 0 I See Footnotes On September 3, 2020, the Issuer elected to effect the conversion (the "Conversion") of all outstanding shares of its Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), pursuant to the certificate of designation for the Series A Preferred Stock (the "COD"). As a result of the Conversion, 167 shares of Series A Preferred Stock held by the Holders (defined below) were converted into shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") at the conversion rate of 2.507523 shares of Common Stock for each share of Series A Preferred Stock and cash-in-lieu of fractional shares. The Conversion of 167 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 418 shares of Common Stock. The Common Stock is 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, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP, CCP2, CCC, the "Holders"). Christopher Shackelton ("Shackelton") and Adam Gray ("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 securities held by the CCP, CCP2, CCC 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, CCP2 and CCC. 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. In accordance with that certain Preferred Stock Conversion Agreement, dated June 8, 2020 (as amended by that certain Amendment to Preferred Stock Conversion Agreement, dated as of September 2, 2020, the "Conversion Agreement"), immediately prior to the Conversion, the Issuer repurchased 27,509 shares of Series A Preferred Stock held by the Holders in the aggregate for (i) a cash amount equal to $209.88 per share of Series A Preferred Stock plus (ii) a cash amount equal to accrued but unpaid dividends on such shares through the day prior to September 3, 2020. Pursuant to the COD, each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015, of which 369,120 shares of Series A Preferred Stock were converted in to Common Stock on 6/11/2020, and an additional 369,120 shares of Series A Preferred Stock were purchased by the Issuer on 6/11/2020. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD). The Conversion of shares of Series A Preferred Stock, as described in footnote (1) above, occurred after the sale of shares of Series A Preferred Stock by the Holders, as described in footnote (5) above. Following the transactions reported herein, CCP, CCP2, CCC and the Separate Account no longer directly beneficially own any shares of Series A Preferred Stock. Further, CCP, CCP2, CCC and the Separate Account directly beneficially owned the Common Stock as follows: 877,795; 261,300; 253,021; and 402,960 shares, 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 2020-09-08 Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-09-08 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-09-08 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-09-08 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-09-08 Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-09-08 Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2020-09-08