SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Orcutt Rebecca

(Last)

(First)

(Middle)

6900 E LAYTON AVENUE

12TH FLOOR

(Street)

DENVER

80237

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ModivCare Inc [ MODV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/14/2024		A		1,247⁽¹⁾	A	$0	4,227	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance Restricted Stock Units	⁽²⁾	02/14/2024		A		1,247⁽²⁾		⁽²⁾	02/14/2027	Common Stock	1,247⁽²⁾	$0	1,247⁽²⁾	D

Explanation of Responses:

1. Represents restricted stock units scheduled to vest as follows: (i) 416 shares will vest on February 14, 2025, (ii) 415 shares will vest on February 14, 2026 and (iii) 416 shares will vest on February 14, 2027, in each case, subject to the reporting person's continued employment.

2. Represents the contingent right to receive a number of shares of issuer common stock determined by multiplying the number of performance units by percentages from 50% to 200% that corresponds to targeted (i) Adjusted EBITDA performance (weighted at 40%) with percentage thresholds to be measured against 2026 Company performance within a range from 80% to 120% of target, and (ii) total shareholder return ("TSR") performance (weighted at 60%) with percentage thresholds measured over the three-year period ending December 31, 2026 and based on the percentile-ranking of the Company's TSR relative to the TSR of the Company's identified peer group and ranges from the 50th percentile to the 100th percentile, subject in each instance to the reporting person's continued employment through February 14, 2027. The number of shares of common stock reported assumes an Adjusted EBITDA and relative TSR performance target achieved that corresponds to an aggregate 100% payout level.

Remarks:

Exhibit Index: Exhibit 24 – Power of Attorney

	/s/ Jennifer Jaskolka by Power of Attorney	02/22/2024
	** 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 4 (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).
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