SEC Form 4 · accession 0001209191-15-026756
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
Mar 12, 2015
Accepted (ET)
Mar 16, 2015 · 9:54 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option (right to buy)F1,F2 | $105.00 | Mar 12, 2015 | M | 150,000 | D | Feb 11, 2015 | Mar 13, 2015 | Series A Convertible Preferred Stock | 150,000 | 0 | I |
| Series A Convertible Preferred StockF1,F4,F2,F3 | $39.88 | Mar 12, 2015 | M | 150,000 | A | — | — | Common Stock | 376,125 | 765,916 | I |
Explanation of responses
- F1The Reporting Persons and a separate account managed by CCM (the "Separate Account") exercised the option to purchase Issuer's Series A Convertible Preferred Stock ("Preferred Shares") pursuant to the Standby Purchase Agreement as follows: CCP: 80,089 Preferred Shares; CCP2: 11,830 Preferred Shares; CCC: 46,512 Preferred Shares; Separate Account: 11,569 Preferred Shares.
- F2These securities are held directly by (a) CCP, (b) CCP2, (c) CCC and (d) 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 Funds 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 the Funds. Each of the Reporting Persons disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
- 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.
- F4Following the transactions reported herein, the Reporting Persons and the Separate Account directly beneficially owned the Preferred Shares as follows: CCP: 411,688 Preferred Shares; CCP2: 67,198 Preferred Shares; CCC: 209,031 Preferred Shares; Separate Account: 77,999 Preferred Shares.
Remarks
Christopher Shackelton ("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 ("CCM"); Coliseum Capital, LLC ("CC"); Coliseum Capital Partners, L.P. ("CCP"); Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Co-Invest, L.P. ("CCC") and Adam Gray ("Gray").