SEC Form 4 · accession 0001209191-15-021935
LHC Group, Inc · LHCG
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
Period of report
Mar 1, 2015
Accepted (ET)
Mar 3, 2015 · 9:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001303313
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Mar 1, 2015 | M | 2,600 | — | A | 2,346,107 | I | See Footnote |
| Common StockF3,F2 | Mar 1, 2015 | D | 2,600 | $33.80 | D | 2,343,507 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F4 | — | Mar 1, 2015 | M | 2,600 | D | Mar 1, 2015 | Mar 1, 2015 | Common Stock | 2,600 | 0 | I |
| Phantom StockF1,F4 | — | Mar 1, 2015 | A | 1,800 | A | Mar 1, 2016 | Mar 1, 2016 | Common Stock | 1,800 | 1,800 | I |
Explanation of responses
- F1Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of a share of the Common Stock as of the payment date based on the closing market price of the Common Stock on such date.
- F2These securities are held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), (b) Coliseum Capital Partners II, L.P. ("CCP2" and, toghether with CCP, the "Funds")) and (c) a separate account investment advisory client (the "Separate Account") of Coliseum Capital Management, LLC ("CCM"). Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and Coliseum Capital, LLC ("CC") and may be deemed to have an indirect pecuniary interest in the shares held by the the Separate Account and the Funds 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 Shackelton, Gray, CCP, CCP2, CC and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
- F3Each share of phantom stock is entitled to a cash payment equal to the fair market value of a share of the Common Stock, as of the payment date based on the closing market price of the Common Stock on such date. If the payment date occurs on a weekend or a day on which NASDAQ Global Select Market is not open for business, then the closing market price of the Common Stock on the most recent business day will be utilized to determine the fair market value of the Common Stock. The payment date of March 1, 2015 was a Sunday. Accordingly, the closing market price of the Common Stock of $33.80 on February 27, 2015 was used.
- F4The phantom stock was received by Shackelton in connection with his service as a member of the board of directors of the Issuer. Shackelton has agreed that all equity awards he receives for serving as a director of the issuer shall be issued to CCP. Shackelton and Gray are managers of and have an ownership interest in each of CCM and CC. CCM is the investment manager for CCP, and CC is the general partner of CCP. Shackelton and Gray may be deemed to have an indirect pecuniary interest in the phantom stock and Common Stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of CCM, CC, CCP, CCP2, Shackelton and Gray disclaim beneficial ownership of the phantom stock and Common Stock, except to the extent of that person's pecuniary interest therein.
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.; and Adam Gray.