Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3,F4	Mar 14, 2017	M	2,065	$0.00	A	1,970,425	I	See Footnote
Common Stock^F1,F2,F3,F4	Mar 14, 2017	M	1,120	$0.00	A	1,971,545	I	See Footnote
Common Stock^F1,F2,F4,F5	Mar 14, 2017	D	3,815	$45.58	D	1,968,360	I	See Footnotes

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Phantom Stock^F1,F3,F6	—	Mar 3, 2017	A	3,097	A	—	—	Common Stock	3,097	3,097	I
Phantom Stock^F1,F3	—	Mar 14, 2017	M	2,065	D	Mar 14, 2017	Mar 14, 2017	Common Stock	2,065	0	I
Phantom Stock^F1,F3	—	Mar 14, 2017	M	1,120	D	Mar 14, 2017	Mar 14, 2017	Common Stock	1,120	2,240	I

Explanation of responses

F1Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock on such date.
F2The cash settlement of 3,185 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock. The phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date, which was $45.58 based on the closing price of the Common Stock on March 14, 2017.
F3The phantom stock was received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement under which Christopher Shackelton ("Shackelton") assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. Coliseum Capital, LLC ("CC") serves as the general partner for CCP and Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Management, LLC ("CCM") serves as investment advisor to CCP and CCP2. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.
F4The Common Stock is held directly by (a) CCP, (b) CCP2 and (c) a separate account investment advisory client of CCM (the "Separate Account"). Shackelton and Gray are managers of and have an ownership interest in each of CCM and CC and may be deemed to have an indirect pecuniary interest in the shares held by the CCP, CCP2 and the Separate Account due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from CCP and CCP2. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
F5Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 1,098,692; 297,513; 572,155; and 0 shares of Common Stock, respectively.
F6These securities vest in three equal annual installments beginning on March 3, 2018.

Remarks

Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM; CC; CCP; CCP2; CCC; and Gray.