SEC Form 4 · accession 0001437749-15-015457
PROVIDENCE SERVICE CORP · PRSC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Casey Shackelton
Officer — Interim CFO
Period of report
Aug 6, 2015
Accepted (ET)
Aug 10, 2015 · 5:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001220754
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 10, 2015 | M | 11,319 | $44.17 | A | 11,319 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F1 | $44.17 | Aug 6, 2015 | A | 11,319 | A | Aug 6, 2015 | Aug 20, 2015 | Common Stock | 11,319 | 11,319 | D |
| Employee Stock Option (right to buy)F2 | $44.17 | Aug 6, 2015 | A | 11,319 | A | Aug 6, 2018 | Aug 6, 2020 | Common Stock | 11,319 | 11,319 | D |
| Employee Stock Option (right to buy)F1 | $44.17 | Aug 10, 2015 | M | 11,319 | D | Aug 6, 2015 | Aug 20, 2015 | Common Stock | 11,319 | 0 | D |
| Performance AwardF3,F4 | — | Aug 6, 2015 | A | 0 | A | — | — | Common Stock | 0 | 0 | D |
Explanation of responses
- F1This option is exercisable only for 10 business days from its date of grant, expires if not exercised within this time period and is referred to as the "special option".
- F2This option was granted as a matching option to the special option and will be forfeited if the special option is not exercised. A pro rata portion of the matching option will be forfeited, on a share for share basis for the portion not exercised, to the extent the special option is exercised in part but not for the full number of shares available. The option vests in full on August 6, 2018.
- F3Pursuant to the Issuer's 2015 Holding Company LTI Program (the "Program"), to the extent the value of the Company's outstanding shares of common stock ("Stock"), as calculated pursuant to the Program as of August 6, 2015, increases at a compounded annual rate of at least 8% between August 6, 2015 and December 31, 2017 as determined pursuant to the Program (the "Hurdle Shareholder Value"), then a pool will be established in an amount equal to 8% of any increase in the value of the Stock above the Hurdle Shareholder Value ("Pool Amount").
- F4(continued from footnote 3) Participants in the Program will be entitled to receive a specified percentage of any Pool Amount (the "Issuance Value") as soon as reasonably practicable following December 31, 2017 (the "Determination Date") payable as follows: (i) unrestricted stock having a fair market value equal to 60% of the Issuance Value and (ii) Stock units having a fair market value equal to 40% of the Issuance Value, 62.5% of which are to become vested and payable in unrestricted Stock on the first anniversary of the Determination Date and 37.5% of which are to become vested and payable in unrestricted Stock on the second anniversary of the Determination Date. The Reporting Person has been awarded 20% of any Pool Amount.