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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Phantom Stock | (4) | 06/07/2013 | P(1)(2) | 4,166 | 01/21/2014 | 01/21/2014 | Common Stock | 4,166 | $ 0 | 4,166 | I | See Footnote (3) | |||
Phantom Stock | (4) | 06/07/2013 | P(1)(2) | 4,167 | 01/21/2015 | 01/21/2015 | Common Stock | 4,167 | $ 0 | 4,167 | I | See Footnote (3) | |||
Phantom Stock | (4) | 06/07/2013 | P(1)(2) | 4,167 | 01/21/2016 | 01/21/2016 | Common Stock | 4,167 | $ 0 | 4,167 | I | See Footnote (3) | |||
Phantom Stock | (4) | 06/07/2013 | P(1) | 4,166 | 06/07/2014 | 06/07/2014 | Common Stock | 4,166 | $ 0 | 4,166 | I | See Footnote (3) | |||
Phantom Stock | (4) | 06/07/2013 | P(1) | 4,167 | 06/07/2015 | 06/07/2015 | Common Stock | 4,167 | $ 0 | 4,167 | I | See Footnote (3) | |||
Phantom Stock | (4) | 06/07/2013 | P(1) | 4,167 | 06/07/2016 | 06/07/2016 | Common Stock | 4,167 | $ 0 | 4,167 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Coliseum Capital Management, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | |||
Shackelton Christopher S METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD, CT 06902 |
X | X |
/s/ Christopher Shackelton, Manager | 06/11/2013 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | These securities were received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement under which Christopher Shackelton assigned to CCP the right to receive all compensation (including equity compensation) that Mr. Schakelton would otherwise receive as a director of The Providence Service Corporation. |
(2) | 12,500 restricted stock units were granted to CCP on January 21, 2013. The board of directors determined to replace these restricted stock units with phantom stock reported on Table II and terminated the prior restricted stock unit grant. |
(3) | These securities are held directly by (a) CCP, of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P., an investment limited partnership ("CCP2"), of which CC is general partner and for which CCM serves as investment adviser, and (c) Blackwell Partners, LLC ("Blackwell"), a separate account investment advisory client of CCM. Each of Christopher Shackelton, Adam Gray, CCP, CCP2, Blackwell, CC and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Christopher Shackelton is the Chairman of the board of directors of The Providence Service Corporation. |
(4) | Each share of phantom stock shall be entitled to a cash payment equal to the fair market value of a share of The Providence Service Corporation's common stock, par value $0.001 per share ("Common Stock"), as of the payment date based on the closing market price of the Common Stock on such date. |