SEC Form 4 · accession 0001209191-15-029824
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 18, 2015
Accepted (ET)
Mar 27, 2015 · 3:14 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F2 | — | Mar 18, 2015 | A | 1,333 | A | Mar 18, 2016 | Mar 18, 2016 | Common Stock | 1,333 | 1,333 | I |
| Phantom StockF1,F2 | — | Mar 18, 2015 | A | 1,333 | A | Mar 18, 2017 | Mar 18, 2017 | Common Stock | 1,333 | 1,333 | I |
| Phantom StockF1,F2 | — | Mar 18, 2015 | A | 1,334 | A | Mar 18, 2018 | Mar 18, 2018 | Common Stock | 1,334 | 1,334 | I |
Explanation of responses
- F1Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock, $0.001 par value (the "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 based on the closing market price of the Common Stock on such date.
- F2These shares of phantom stock were 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 Management, LLC ("CCM") serves as investment advisor to CCP. 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, Coliseum Capital Partners II, L.P. ("CCP2") and Coliseum Capital Co-Invest, L.P. ("CCC") disclaim beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.
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.