modv20220509_corresp.htm

0001437749-22-011549.txt : 20220509 0001437749-22-011549.hdr.sgml : 20220509 20220509171652 ACCESSION NUMBER: 0001437749-22-011549 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20220428 FILED AS OF DATE: 20220509 DATE AS OF CHANGE: 20220509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hickman Brett M. CENTRAL INDEX KEY: 0001925144 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34221 FILM NUMBER: 22906207 MAIL ADDRESS: STREET 1: 6900 LAYTON AVENUE, SUITE 1200 CITY: DENVER STATE: CO ZIP: 80237 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ModivCare Inc 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: 6900 LAYTON AVENUE STREET 2: 12TH FLOOR CITY: DENVER STATE: CO ZIP: 80237 BUSINESS PHONE: 303-728-7030 MAIL ADDRESS: STREET 1: 6900 LAYTON AVENUE STREET 2: 12TH FLOOR CITY: DENVER STATE: CO ZIP: 80237 FORMER COMPANY: FORMER CONFORMED NAME: PROVIDENCE SERVICE CORP DATE OF NAME CHANGE: 20030226 3 1 rdgdoc.xml FORM 3 X0206 3 2022-04-28 0 0001220754 ModivCare Inc MODV 0001925144 Hickman Brett M. 6900 LAYTON AVENUE 12TH FLOOR DENVER CO 80237 1 Chief Commercial Officer Common Stock 1750 D Employee Stock Option (Right to Buy) 114.2400 2027-04-18 Common Stock 5013 D Performance Restricted Stock Units 2025-04-18 Common Stock 3501 D Represents restricted stock units scheduled to vest as follows: (1) 583 shares will vest on April 18, 2023, (2) 584 shares will vest on April 18, 2024 and (3) 583 shares will vest on April 18, 2025, in each case, subject to the reporting person's continued employment. Option becomes exercisable with respect to: (1) 1,671 shares on April 18, 2023, (2) 1,671 shares on April 18, 2024 and (3) 1,671 shares on April 18, 2025, in each case, subject to the reporting person's continued employment. Represents the contingent right to receive at the expiration of a three-year vesting period beginning on the April 18, 2022 grant date a number of shares of issuer common stock determined by multiplying the number of performance units by a percentage from 50% to 200% that corresponds to specified share price thresholds measured by reference to a volume-weighted average price (VWAP) of the issuer's common stock over a specified period of trading days achieved at any time during the vesting period of the award, subject to the reporting person's continued employment throughout the vesting period. The number of shares of common stock reported assumes a VWAP performance target achieved that corresponds to a 100% payout level. Vested shares of common stock, if any, are to be delivered within ten business days following the expiration of the vesting period. Exhibit Index: Exhibit 24 - Power of Attorney /s/ Jonathan B. Bush by Power of Attorney 2022-05-09 EX-24 2 hickman_poa.htm modv20220509_corresp.htm

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints L. Heath Sampson and Jonathan B. Bush, either of them acting singly and with full power of substitution, as his or her true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director or both of ModivCare Inc. (the “Company”), Forms 3, 4 and 5 (and any amendments thereto), as a result of the undersigned's ownership of or transactions in the Company’s securities, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Form 3, 4 or 5 (and any amendments thereto), and the timely filing of such form with the Securities and Exchange Commission and any securities exchange or similar authority; and

(3)

take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his or her discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act required, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.

The authority under this Power of Attorney shall continue until the undersigned is no longer required to file Forms 3, 4 and 5 with regard to the undersigned's ownership of or transactions in securities of the Company, unless earlier revoked by the undersigned in writing. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request and on behalf of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, Section 16 of the Exchange Act.

The undersigned hereby revokes any and all powers of attorney executed prior to the date hereof which purport to appoint attorneys-in-fact to act on the undersigned’s behalf in connection with the execution and filing of Forms 3, 4 and 5 with regard to the securities of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of April, 2022.

		/s/ Brett Hickman
		Signature

		Brett Hickman
		Print Name