SC 13D/A

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

3,338,701 (1)

Sole Dispositive Power

0

Shared Dispositive Power

3,338,701 (1)

0001193125-18-182170.txt : 20180604 0001193125-18-182170.hdr.sgml : 20180604 20180601212502 ACCESSION NUMBER: 0001193125-18-182170 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180604 DATE AS OF CHANGE: 20180601 GROUP MEMBERS: ADAM GRAY GROUP MEMBERS: CHRISTOPHER SHACKELTON GROUP MEMBERS: COLISEUM CAPITAL CO-INVEST, L.P. GROUP MEMBERS: COLISEUM CAPITAL PARTNERS II, L.P. GROUP MEMBERS: COLISEUM CAPITAL PARTNERS, L.P. GROUP MEMBERS: COLISEUM CAPITAL, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79536 FILM NUMBER: 18876727 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 IRS NUMBER: 223918079 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d597296dsc13da.htm SC 13D/A SC 13D/A

CUSIP No. 743815102 (Common Stock)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

The Providence Service Corporation

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

743815102

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Ave.

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 30, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. ☐

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 11

CUSIP No. 743815102 (Common Stock)


1.		Names of Reporting Persons Coliseum Capital Management, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes 1,920,545 shares of common stock, par value $0.001 per share (“Common Stock”) that could be obtained upon the conversion of shares of Series A convertible preferred stock, par value $0.001 per share (the “Series A Preferred Stock”), beneficially owned by the Reporting Person.

Page 2 of 11

CUSIP No. 743815102 (Common Stock)


1.		Names of Reporting Persons Coliseum Capital, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes 1,724,962 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

Page 3 of 11

CUSIP No. 743815102 (Common Stock)


1.		Names of Reporting Persons Coliseum Capital Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes 1,032,315 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

Page 4 of 11

CUSIP No. 743815102 (Common Stock)


1.		Names of Reporting Persons Coliseum Capital Partners II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Includes 168,498 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

Page 5 of 11

CUSIP No. 743815102 (Common Stock)


1.		Names of Reporting Persons Coliseum Capital Co-Invest, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

(1)	Consists of 524,149 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

Page 6 of 11

CUSIP No. 743815102 (Common Stock)


1.		Names of Reporting Persons Adam Gray
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

(1)	Includes 1,920,545 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

Page 7 of 11

CUSIP No. 743815102 (Common Stock)


1.		Names of Reporting Persons Christopher Shackelton
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions) AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization United States

(1)	Includes 1,920,545 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

Page 8 of 11

CUSIP No. 743815102 (Common Stock)

Explanatory Note: This Amendment No. 11 (this “Amendment”) to the Schedule 13D (the “Initial 13D”), filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 30, 2012 and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on August 20, 2012, Amendment No. 2 to the Initial 13D filed on September 13, 2012, Amendment No. 3 to the Initial 13D filed on November 28, 2012, Amendment No. 4 to the Initial 13D filed on August 15, 2013, Amendment No. 5 to the Initial 13D filed on October 28, 2014, Amendment No. 6 to the Initial 13D filed on February 23, 2015, Amendment No. 7 to the Initial 13D filed on March 16, 2015, Amendment No. 8 to the Initial 13D filed on March 17, 2017, Amendment No. 9 to the Initial 13D filed on December 13, 2017 and Amendment No. 10 to the Initial 13D filed on May 10, 2018, amends and supplements certain of the items set forth therein.

As used in this Amendment, the term “Reporting Persons” collectively refers to:

•

Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);

•

Coliseum Capital, LLC, a Delaware limited liability company (“CC”);

•

Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);

•

Coliseum Capital Partners II, L.P., a Delaware limited partnership (“CCP2”);

•

Coliseum Capital Co-Invest, L.P., a Delaware limited partnership (“CCC”);

•

Adam Gray (“Gray”); and

•

Christopher Shackelton, a director of the Issuer (“Shackelton”).

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 13,023,928 shares of Common Stock outstanding as of May 7, 2018, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on May 10, 2018.

The Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) effected the following transactions in the Common Stock on the dates indicated and such transactions are the only transactions in the Common Stock by the Reporting Persons since the most recent Schedule 13D filed by the Reporting Persons:


Name	Purchase or Sale		Date		Number of Shares		Weighted Average Price Per Share		Range of Prices
CCP		Sale		5/22/2018		18,849	$	74.78	$	74.50 - $75.37
CCP2		Sale		5/22/2018		3,072	$	74.78	$	74.50 - $75.37
Separate Account		Sale		5/22/2018		7,179	$	74.78	$	74.50 - $75.37
CCP		Sale		5/23/2018		6,615	$	74.82	$	74.75 - $75.04
CCP2		Sale		5/23/2018		1,076	$	74.82	$	74.75 - $75.04
Separate Account		Sale		5/23/2018		2,532	$	74.82	$	74.75 - $75.04
CCP		Sale		5/23/2018		6,472	$	74.14	$	74.00 - $74.78
CCP2		Sale		5/23/2018		1,052	$	74.14	$	74.00 - $74.78
Separate Account		Sale		5/23/2018		2,476	$	74.14	$	74.00 - $74.78
CCP		Sale		5/24/2018		4,016	$	74.05	$	74.00 - $74.18
CCP2		Sale		5/24/2018		653	$	74.05	$	74.00 - $74.18
Separate Account		Sale		5/24/2018		1,531	$	74.05	$	74.00 - $74.18
CCP		Sale		5/25/2018		1,969	$	74.20	$	74.00 - $74.25
CCP2		Sale		5/25/2018		319	$	74.20	$	74.00 - $74.25
Separate Account		Sale		5/25/2018		753	$	74.20	$	74.00 - $74.25
CCP		Sale		5/30/2018		27,565	$	73.40	$	73.00 - $73.94
CCP2		Sale		5/30/2018		4,477	$	73.40	$	73.00 - $73.94
Separate Account		Sale		5/30/2018		10,523	$	73.40	$	73.00 - $73.94
CCP		Sale		5/30/2018		24,636	$	74.37	$	74.00 - $74.92
CCP2		Sale		5/30/2018		4,001	$	74.37	$	74.00 - $74.92
Separate Account		Sale		5/30/2018		9,405	$	74.37	$	74.00 - $74.92
CCP		Sale		5/30/2018		2,498	$	75.12	$	75.00 - $75.64
CCP2		Sale		5/30/2018		406	$	75.12	$	75.00 - $75.64
Separate Account		Sale		5/30/2018		954	$	75.12	$	75.00 - $75.64
CCP		Sale		5/31/2018		17,796	$	72.23	$	72.00 - $72.80
CCP2		Sale		5/31/2018		2,883	$	72.23	$	72.00 - $72.80
Separate Account		Sale		5/31/2018		6,782	$	72.23	$	72.00 - $72.80
CCP		Sale		5/31/2018		3,175	$	73.62	$	73.01 - $74.00
CCP2		Sale		5/31/2018		515	$	73.62	$	73.01 - $74.00
Separate Account		Sale		5/31/2018		1,210	$	73.62	$	73.01 - $74.00
CCP		Sale		6/1/2018		4,535	$	73.62	$	73.00 - $73.97
CCP2		Sale		6/1/2018		734	$	73.62	$	73.00 - $73.97
Separate Account		Sale		6/1/2018		1,731	$	73.62	$	73.00 - $73.97
CCP		Sale		6/1/2018		31,688	$	72.35	$	72.00 - $72.99
CCP2		Sale		6/1/2018		5,129	$	72.35	$	72.00 - $72.99
Separate Account		Sale		6/1/2018		12,092	$	72.35	$	72.00 - $72.99
CCP		Sale		6/1/2018		2,786	$	73.07	$	73.00 - $73.20
CCP2		Sale		6/1/2018		451	$	73.07	$	73.00 - $73.20
Separate Account		Sale		6/1/2018		1,063	$	73.07	$	73.00 - $73.20

Page 9 of 11

CUSIP No. 743815102 (Common Stock)

Except as set forth below, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock or the Issuer’s Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”) reported herein. CCM is an investment adviser whose clients, including CCP, CCP2, CCC and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock and the Series A Preferred Stock.

Page 10 of 11

CUSIP No. 743815102 (Common Stock)

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 1, 2018


COLISEUM CAPITAL MANAGEMENT, LLC		COLISEUM CAPITAL, LLC

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL PARTNERS, L.P.		COLISEUM CAPITAL PARTNERS II, L.P.

By:	Coliseum Capital, LLC, General Partner	By:	Coliseum Capital, LLC, General Partner

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

COLISEUM CAPITAL CO-INVEST, L.P.		ADAM GRAY

By:	Coliseum Capital, LLC, General Partner

By:	/s/ Thomas Sparta	By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact		Thomas Sparta, Attorney-in-fact

CHRISTOPHER SHACKELTON

By:	/s/ Thomas Sparta
	Thomas Sparta, Attorney-in-fact

Page 11 of 11