| 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 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/28/2022 |
3. Issuer Name and Ticker or Trading Symbol
ModivCare Inc [ MODV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 1,750(1) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Employee Stock Option (Right to Buy) | (2) | 04/18/2027 | Common Stock | 5,013 | $114.24 | D | |
| Performance Restricted Stock Units | (3) | 04/18/2025 | Common Stock | 3,501(3) | (3) | D | |
| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. 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. |
| Remarks: |
| Exhibit Index: Exhibit 24 - Power of Attorney |
| /s/ Jonathan B. Bush by Power of Attorney | 05/09/2022 | |
| ** 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. | ||