4//SEC Filing
Coliseum Capital Co-Invest, L.P. 4
Accession 0000899243-20-007180
CIK 0001220754other
Filed
Mar 4, 7:00 PM ET
Accepted
Mar 5, 4:12 PM ET
Size
22.1 KB
Accession
0000899243-20-007180
Insider Transaction Report
Form 4
Gray Adam
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-03+1,033→ 870,124 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-03$61.51/sh−1,033$63,540→ 869,091 total(indirect: See Footnotes) - Exercise/Conversion
Phantom Stock
2020-03-03−1,033→ 0 total(indirect: See Footnote)From: 2020-03-03Exp: 2020-03-03→ Common Stock (1,033 underlying)
Coliseum Capital Co-Invest, L.P.
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2020-03-03$61.51/sh−1,033$63,540→ 869,091 total(indirect: See Footnotes) - Exercise/Conversion
Common Stock
2020-03-03+1,033→ 870,124 total(indirect: See Footnote) - Exercise/Conversion
Phantom Stock
2020-03-03−1,033→ 0 total(indirect: See Footnote)From: 2020-03-03Exp: 2020-03-03→ Common Stock (1,033 underlying)
Coliseum Capital Management, LLC
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-03+1,033→ 870,124 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-03$61.51/sh−1,033$63,540→ 869,091 total(indirect: See Footnotes) - Exercise/Conversion
Phantom Stock
2020-03-03−1,033→ 0 total(indirect: See Footnote)From: 2020-03-03Exp: 2020-03-03→ Common Stock (1,033 underlying)
Shackelton Christopher S
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-03+1,033→ 870,124 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-03$61.51/sh−1,033$63,540→ 869,091 total(indirect: See Footnotes) - Exercise/Conversion
Phantom Stock
2020-03-03−1,033→ 0 total(indirect: See Footnote)From: 2020-03-03Exp: 2020-03-03→ Common Stock (1,033 underlying)
Coliseum Capital, LLC
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-03+1,033→ 870,124 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-03$61.51/sh−1,033$63,540→ 869,091 total(indirect: See Footnotes) - Exercise/Conversion
Phantom Stock
2020-03-03−1,033→ 0 total(indirect: See Footnote)From: 2020-03-03Exp: 2020-03-03→ Common Stock (1,033 underlying)
COLISEUM CAPITAL PARTNERS L P
Director10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-03+1,033→ 870,124 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-03$61.51/sh−1,033$63,540→ 869,091 total(indirect: See Footnotes) - Exercise/Conversion
Phantom Stock
2020-03-03−1,033→ 0 total(indirect: See Footnote)From: 2020-03-03Exp: 2020-03-03→ Common Stock (1,033 underlying)
Coliseum Capital Partners II, L.P.
10% Owner
Transactions
- Exercise/Conversion
Common Stock
2020-03-03+1,033→ 870,124 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2020-03-03$61.51/sh−1,033$63,540→ 869,091 total(indirect: See Footnotes) - Exercise/Conversion
Phantom Stock
2020-03-03−1,033→ 0 total(indirect: See Footnote)From: 2020-03-03Exp: 2020-03-03→ Common Stock (1,033 underlying)
Footnotes (5)
- [F1]Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). 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 as of such payment date. The cash payment with respect to the phantom stock that vested on March 3, 2020 was calculated based on the fair market value of the Common Stock equal to $61.51, which was the closing price of the Common Stock on March 3, 2020.
- [F2]The cash settlement of 1,033 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.
- [F3]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.
- [F4]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.
- [F5]Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 380,292; 180,095; 308,704; and 0 shares of Common Stock, respectively.
Documents
Issuer
PROVIDENCE SERVICE CORP
CIK 0001220754
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001572285
Filing Metadata
- Form type
- 4
- Filed
- Mar 4, 7:00 PM ET
- Accepted
- Mar 5, 4:12 PM ET
- Size
- 22.1 KB