SEC FORM 3

SEC Form 3

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^*

Khan Faisal

(Last)

(First)

(Middle)

6900 E. LAYTON AVENUE

12TH FLOOR

(Street)

DENVER

80237

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2024

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP, General Counsel and Sec

5. 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 Beneficially Owned
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	1,850⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Performance Restricted Stock Units	⁽²⁾	08/31/2026	Common Stock	224⁽²⁾	⁽²⁾	D
Performance Restricted Stock Units	⁽³⁾	02/14/2027	Common Stock	588⁽³⁾	⁽³⁾	D

Explanation of Responses:

1. Includes an aggregate of 1,723 restricted stock units scheduled to vest as follows: (i) 458 shares will vest on February 14, 2025; (ii) 175 shares will vest on August 31, 2025; (iii) 458 shares will vest on February 14, 2026; (iv) 174 shares will vest on August 31, 2026; and (v) 458 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 a percentage from 50% to 200% that corresponds to specified Adjusted EBITDA thresholds measured by reference to the issuer's audited financial statements for its fiscal year ending December 31, 2025, subject to the reporting person's continued employment through the vesting date of August 31, 2026. The number of shares of common stock reported assumes an Adjusted EBITDA performance target achieved that corresponds to a 100% payout level.

3. Represents the contingent right to receive 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 Adjusted EBITDA (weighted at 40%) and relative total shareholder return (weighted at 60%) thresholds measured as of December 31, 2026, subject to the reporting person's continued employment through the vesting date of February 14, 2027. The number of shares of common stock reported assumes an Adjusted EBITDA and relative total shareholder return performance target achieved that corresponds to an aggregate 100% payout level.

Remarks:

Exhibit Index: Exhibit 24 - Power of Attorney

	/s/ Faisal Khan	10/28/2024
	** 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 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.