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Filing Details

Accession Number:: 0000899243-16-016187
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-03-16 20:41:54
Reporting Period:: 2016-03-14

Filing Date:: 2016-03-16
Accepted Time:: 2016-03-16 20:41:54
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1220754	Providence Service Corp	PRSC	Transportation Services (4700)	860845127

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1356974	Coliseum Capital Partners, L.p.	Metro Center 1 Station Place, 7Th Floor, Stamford CT 06902	Yes	No	Yes	No
1409585	Coliseum Capital, Llc	Metro Center 1 Station Place, 7Th Floor, Stamford CT 06902	Yes	No	Yes	No
1409751	Coliseum Capital Management, Llc	Metro Center 1 Station Place, 7Th Floor South Stamford CT 06902	Yes	No	Yes	No
1430708	S Christopher Shackelton	Metro Center 1 Station Place, 7Th Floor, Stamford CT 06902	Yes	No	Yes	No
1454123	Adam Gray	Metro Center 1 Station Place, 7Th Floor, Stamford CT 06902	Yes	No	Yes	No
1567187	Coliseum Capital Partners Ii, L.p.	Metro Center 1 Station Place, 7Th Floor, Stamford CT 06902	Yes	No	Yes	No
1572285	Coliseum Capital Co-Invest, L.p.	Metro Center 1 Station Place, 7Th Floor, Stamford CT 06902	Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2016-03-14	2,065	$0.00	2,224,366	No	4	M	Indirect	See Footnote
Common Stock	Disposition	2016-03-14	2,065	$53.57	2,222,301	No	4	D	Indirect	See Footnote
Common Stock	Disposition	2016-03-15	42,075	$53.05	2,180,226	No	4	S	Indirect	See Footnote
Common Stock	Disposition	2016-03-16	36,344	$52.20	2,143,882	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Indirect	See Footnote
No	4	D	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Phantom Stock	Disposition	2016-03-14	2,065	$0.00	2,065	$0.00
Common Stock	Phantom Stock	Acquisiton	2016-03-14	3,360	$0.00	3,360	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2016-03-14	2016-03-14	No	4	M	Indirect
3,360			No	4	A	Indirect

Footnotes

Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). Each share of 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.
The cash settlement of 2,065 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying 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, which was $53.57 based on the closing price of the Common Stock on March 14, 2016.
The phantom stock was 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 Partners II, L.P. ("CCP2"); Coliseum Capital Management, LLC ("CCM") serves as investment advisor to CCP and CCP2. 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, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.
The Common Stock is held directly by (a) CCP, (b) CCP2 and (c) a separate account investment advisory client of CCM (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 CCP, CCP2 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 CCP and CCP2. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.25 to $53.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.95 to $52.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 1,205,313, 326,682, 611,887 shares of Common Stock, respectively.
These securities vest in three equal annual installments beginning on March 14, 2017.