SEC Form 4 · accession 0001209191-15-016975
PROVIDENCE SERVICE CORP · PRSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
COLISEUM CAPITAL PARTNERS L P
Director · 10% Owner
Coliseum Capital, LLC
Director · 10% Owner
Coliseum Capital Management, LLC
Director · 10% Owner
Christopher S Shackelton
Director · 10% Owner
Adam Gray
Director · 10% Owner
Coliseum Capital Partners II, L.P.
Director · 10% Owner
Coliseum Capital Co-Invest, L.P.
Director · 10% Owner
Period of report
Feb 2, 2015
Accepted (ET)
Feb 20, 2015 · 9:52 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001220754
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Right (right to buy)F1 | $100.00 | Feb 2, 2015 | M | 91,800 | D | Jan 6, 2015 | Feb 5, 2015 | Series A Convertible Preferred Stock | 91,800 | 0 | I |
| Series A Convertible Preferred StockF2,F3,F1 | $39.88 | Feb 2, 2015 | M | 91,800 | A | — | — | Common Stock | 230,189 | 91,800 | I |
| Series A Convertible Preferred StockF3,F4,F1 | $39.88 | Feb 11, 2015 | A | 524,116 | A | — | — | Common Stock | 1,314,231 | 615,916 | I |
Explanation of responses
- F1See Joint Filer Information on Exhibit 99.1 for information with respect to the nature of Coliseum Capital Management, LLC's indirect ownership and details regarding the transactions reported herein and the nature of the beneficial ownership of the reporting persons.
- F2Represents the number of shares purchased pursuant to the Issuer's rights offering.
- F3Pursuant to the certificate of designation for the Series A Convertible Preferred Stock, upon receipt of stockholder approval by the Issuer's stockholders, each share of Series A Convertible Preferred Stock held by the Reporting Persons will be convertible, at the option of the Reporting Persons, into shares of Common Stock at an initial conversion ratio of approximately 2.5 shares of Common Stock per share of Series A Convertible Preferred Stock.
- F4Represents the number of shares purchased pursuant to a Standby Purchase Agreement, through which certain of the Reporting Persons agreed to backstop the Issuer's rights offering.
Remarks
Christopher 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: Coliseum Capital Management, LLC; Coliseum Capital, LLC; Coliseum Capital Partners, L.P.; Coliseum Capital Partners II, L.P.; Coliseum Capital Co-Invest, L.P. and Adam Gray.