The Providence Service
Corporation
|
(Name of
Issuer)
|
Common Stock, Par Value $0.001 Per
Share
|
(Title of Class of
Securities)
|
743815102
|
(CUSIP
Number)
|
Eric S. Gray
13401 Railway Drive
Oklahoma City, Oklahoma 73114
(405)
752-8802
|
(Name, Address and Telephone
Number of Person Authorized to
Receive Notices and
Communications)
|
June 15, 2009
|
(Date of Event which Requires
Filing of this Statement)
|
1.
|
Names of Reporting
Persons: 73114 Investments, L.L.C.
|
||
2.
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) x
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of
Funds
WC
|
||
5.
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) o
|
||
6.
|
Citizenship or Place of
Organization: Oklahoma, United States
|
||
Number of Shares Beneficially
Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
0
|
8.
|
Shared Voting
Power
|
2,292,895
|
|
9.
|
Sole Dispositive
Power
|
0
|
|
10.
|
Shared Dispositive
Power
|
2,292,895
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person: 2,292,895
|
||
12.
|
Check if the Aggregate Amount in
Row 11 Excludes Certain Shares (See
Instructions) o
|
||
13.
|
Percent of Class Represented by
Amount in Row 11: 17.8%
|
||
14.
|
Type of Reporting Person (See
Instructions): OO
|
Schedule 13D |
Page 2 of
9
|
1.
|
Names of Reporting
Persons: Avalon Correctional Services, Inc.
|
||
2.
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) x
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of
Funds
WC
|
||
5.
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) o
|
||
6.
|
Citizenship or Place of
Organization: Oklahoma, United States
|
||
Number of Shares Beneficially
Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
0
|
8.
|
Shared Voting
Power
|
2,292,895
|
|
9.
|
Sole Dispositive
Power
|
0
|
|
10.
|
Shared Dispositive
Power
|
2,292,895
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person: 2,292,895
|
||
12.
|
Check if the Aggregate Amount in
Row 11 Excludes Certain Shares (See
Instructions) o
|
||
13.
|
Percent of Class Represented by
Amount in Row 11: 17.8%
|
||
14.
|
Type of Reporting Person (See
Instructions): CO
|
Schedule 13D |
Page 3 of
9
|
1.
|
Names of Reporting
Persons: Donald E. and Tiffany Smith, Joint
Tenants
|
||
2.
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) x
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of
Funds
PF
|
||
5.
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) o
|
||
6.
|
Citizenship or Place of
Organization: United States
|
||
Number of Shares Beneficially
Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
7,200
|
8.
|
Shared Voting
Power
|
2,292,895
|
|
9.
|
Sole Dispositive
Power
|
7,200
|
|
10.
|
Shared Dispositive
Power
|
2,292,895
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person: 2,300,095
|
||
12.
|
Check if the Aggregate Amount in
Row 11 Excludes Certain Shares (See
Instructions) o
|
||
13.
|
Percent of Class Represented by
Amount in Row 11: 17.9%
|
||
14.
|
Type of Reporting Person (See
Instructions): IN
|
Schedule 13D |
Page 4 of
9
|
1.
|
Names of Reporting
Persons: Michael Bradley
|
||
2.
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) x
(b)
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of
Funds
PF
|
||
5.
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) o
|
||
6.
|
Citizenship or Place of
Organization: United States
|
||
Number of Shares Beneficially
Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
1,000
|
8.
|
Shared Voting
Power
|
2,292,895
|
|
9.
|
Sole Dispositive
Power
|
1,000
|
|
10.
|
Shared Dispositive
Power
|
2,292,895
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person: 2,293,895
|
||
12.
|
Check if the Aggregate Amount in
Row 11 Excludes Certain Shares (See
Instructions) o
|
||
13.
|
Percent of Class Represented by
Amount in Row 11: 17.8%
|
||
14.
|
Type of Reporting Person (See
Instructions): IN
|
Schedule 13D |
Page 5 of
9
|
1.
|
Names of Reporting
Persons: Eric S. Gray
|
||
2.
|
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) x
(b) o
|
||
3.
|
SEC Use Only
|
||
4.
|
Source of
Funds
PF
|
||
5.
|
Check if Disclosure of Legal
Proceedings is Required Pursuant to Items 2(d) or 2(e) o
|
||
6.
|
Citizenship or Place of
Organization: United States
|
||
Number of Shares Beneficially
Owned by Each Reporting Person With
|
7.
|
Sole Voting
Power
|
1,000
|
8.
|
Shared Voting
Power
|
2,292,895
|
|
9.
|
Sole Dispositive
Power
|
1,000
|
|
10.
|
Shared Dispositive
Power
|
2,292,895
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person: 2,293,895
|
||
12.
|
Check if the Aggregate Amount in
Row 11 Excludes Certain Shares (See Instructions) o
|
||
13.
|
Percent of Class Represented by
Amount in Row 11: 17.8%
|
||
14.
|
Type of Reporting Person (See
Instructions): IN
|
Schedule 13D |
Page 6 of
9
|
Schedule 13D |
Page 7 of
9
|
Schedule 13D |
Page 8 of
9
|
Date: June 17,
2009
|
/s/ Donald E.
Smith
|
|
Donald E. Smith, for himself and
as attorney-in-fact for Tiffany Smith, Eric S. Gray and Michael
Bradley
|
||
73114 Investments,
L.L.C.
|
||
By:
|
/s/ Donald E.
Smith
|
|
Donald E. Smith, Chief Executive
Officer
|
||
Avalon Correctional Services,
Inc.
|
||
By:
|
/s/ Donald E.
Smith
|
|
Donald E. Smith, Chief Executive
Officer
|
Schedule 13D |
Page 9 of
9
|