Filing Details

CUSIP No. 743815102 (Common Stock)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

 

The Providence Service Corporation

(Name of Issuer)

Common Stock, Par Value $0.001 Per Share

(Title of Class of Securities)

743815102

(CUSIP Number)

Christopher Shackelton/Adam Gray

105 Rowayton Ave.

Rowayton, CT 06853

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2017

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box.  ☐

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

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CUSIP No. 743815102 (Common Stock)

 

1.		Names of Reporting Persons.   Coliseum Capital Management, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   3,574,300 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   3,574,300 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,574,300 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   25.6%(1)
14.		Type of Reporting Person (See Instructions)   IA

 

(1)	Includes 1,920,545 shares of common stock, par value $0.001 per share (Common Stock) that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

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CUSIP No. 743815102 (Common Stock)

 

1.		Names of Reporting Persons.   Coliseum Capital, LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   2,888,101 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   2,888,101 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   2,888,101 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   20.4 (1)%
14.		Type of Reporting Person (See Instructions)   OO

 

(1)	Includes 1,724,962 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

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CUSIP No. 743815102 (Common Stock)

 

1.		Names of Reporting Persons.   Coliseum Capital Partners, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   1,935,869 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   1,935,869 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,935,869 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   13.5% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Includes 1,032,315 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

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CUSIP No. 743815102 (Common Stock)

 

1.		Names of Reporting Persons.   Coliseum Capital Partners II, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   421,083 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   421,083 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   421,083 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   3.1% (1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Includes 168,498 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

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CUSIP No. 743815102 (Common Stock)

 

1.		Names of Reporting Persons.   Coliseum Capital Co-Invest, L.P.
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   524,149 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   524,149 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   524,149 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   3.8%(1)
14.		Type of Reporting Person (See Instructions)   PN

 

(1)	Consists of shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

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CUSIP No. 743815102 (Common Stock)

 

1.		Names of Reporting Persons.   Adam Gray
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   3,574,300 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   3,574,300 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,574,300 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   25.6%(1)
14.		Type of Reporting Person (See Instructions)   IN

 

(1)	Includes 1,920,545 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

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CUSIP No. 743815102 (Common Stock)

 

1.		Names of Reporting Persons.   Christopher Shackelton
2.		Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ☐        (b)  ☒
3.		SEC Use Only
4.		Source of Funds (See Instructions)   AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)   ☐
6.		Citizenship or Place of Organization   United States
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   3,574,300 (1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   3,574,300 (1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   3,574,300 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ☐
13.		Percent of Class Represented by Amount in Row (11)   25.6%(1)
14.		Type of Reporting Person (See Instructions)   IN

 

(1)	Includes 1,920,545 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.

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CUSIP No. 743815102 (Common Stock)

 

Explanatory Note: This Amendment No. 9 (this Amendment), to the Schedule 13D (the Initial 13D) filed by the Filers with the Securities and Exchange Commission (the SEC) on July 30, 2012, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on August 20, 2012, Amendment No. 2 to the Initial 13D filed on September 13, 2012, Amendment No. 3 to the Initial 13D filed on November 28, 2012, Amendment No. 4 to the Initial 13D filed on August 15, 2013, Amendment No. 5 to the Initial 13D filed on October 28, 2014, Amendment No. 6 to the Initial 13D filed on February 23, 2015, Amendment No. 7 to the Initial 13D filed on March 16, 2015, and Amendment No. 8 to the Initial 13D filed on March 17, 2017, amends and supplements certain of the items set forth therein.

As used in this Amendment, the term Filers collectively refers to:

 

Coliseum Capital Management, LLC, a Delaware limited liability company (CCM);

 

Coliseum Capital, LLC, a Delaware limited liability company (CC);

 

Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP);

 

Coliseum Capital Partners II, L.P., a Delaware limited partnership (CCP2);

 

Coliseum Capital Co-Invest, L.P., a Delaware limited partnership (CCC);

 

Adam Gray (Gray); and

 

Christopher Shackelton, a director of the Issuer (Shackelton).

Item 1. Security and Issuer.

Item 1 is hereby amended and supplemented as follows:

The principal executive office of the Issuer is located at 700 Canal Street, Third Floor, Stamford, Connecticut 06902.

Item 2. Identity and Background.

Item 2(b) is hereby amended and replaced in its entirety with the following:

The business address of the Filers is 105 Rowayton Ave., Rowayton, Connecticut 06853.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

The information relating to the beneficial ownership of Common Stock by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 13,305,502 shares of Common Stock outstanding as of November 3, 2017 (excluding treasury shares of 3,944,171 shares of Common Stock), as reported in the Issuers Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017, as filed with the SEC on November 8, 2017.

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CUSIP No. 743815102 (Common Stock)

 

The Filers effected the following transactions in the Common Stock in privately negotiated transactions on the dates indicated, and such transactions are the only transactions in the Common Stock by the Filers in the sixty days preceding the filing of this Amendment:

 

Name

Purchase or Sale

Date

Number of Shares

Weighted Average Price Per Share

CCP

Sale

12/11/2017

195,138

$

56.07

CCP2

Sale

12/11/2017

44,928

$

56.07

Separate Account

Sale

12/11/2017

74,539

$

56.07

Except as set forth in Item 6 hereof, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock or the Issuers Series A Convertible Preferred Stock, par value $0.001 per share (the Series A Preferred Stock) reported herein.

The information contained in Item 6 is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

In connection with the transactions described in Item 5, pursuant to a Lock-Up Agreement between CCM and Jefferies LLC (Jefferies) dated December 11, 2017 (the Lock-Up Agreement), the Filers, among other things, agreed that, for thirty days, the Filers will not, without the prior written consent of Jefferies (which consent may be withheld in its discretion):

 

sell, offer to sell, contract to sell or lend any Ordinary Shares or Related Securities (each as defined in the Lock-Up Agreement);

 

effect any short sale or establish or increase any put equivalent position or liquidate or decrease any call equivalent position of any Ordinary Shares or Related Securities;

 

pledge, hypothecate or grant any security interest in any Ordinary Shares or Related Securities;

 

in any other way transfer or dispose of any Ordinary Shares or Related Securities;

 

enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Ordinary Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise;

 

announce the offering of any Ordinary Shares or Related Securities;

 

participate in the filing of any registration statement under the Securities Act of 1933, as amended, in respect of any Ordinary Shares or Related Securities; or

 

Publicly announce the intention to do any of the foregoing.

The foregoing description of the Lock-Up Agreement is qualified in its entirety by reference to the Lock-Up Agreement, which is filed hereto as Exhibit 5 and incorporated herein by reference.

CCM is an investment adviser whose clients, including CCP, CCP2, CCC and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock and the Series A Preferred Stock. CC is the general partner of CCP, CCP2 and CCC. Gray and Shackelton are the managers of CC and CCM. CCM may have the right to receive performance-related fees from the Separate Account, and CC may have the right to receive performance-related fees from CCP, CCP2 and CCC.

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CUSIP No. 743815102 (Common Stock)

 

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby supplemented as follows:

 

Exhibit No.		Description
5		Lock-Up Agreement between CCM and Jefferies LLC, dated December 11, 2017.

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CUSIP No. 743815102 (Common Stock)

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 13, 2017

 

COLISEUM CAPITAL MANAGEMENT, LLC						COLISEUM CAPITAL, LLC
By:		/s/ Chivonne Cassar				By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact						Chivonne Cassar, Attorney-in-fact
COLISEUM CAPITAL PARTNERS, L.P.						COLISEUM CAPITAL PARTNERS II, L.P.
By:		Coliseum Capital, LLC, General Partner				By:		Coliseum Capital, LLC, General Partner
By:		/s/ Chivonne Cassar				By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact						Chivonne Cassar, Attorney-in-fact
COLISEUM CAPITAL CO-INVEST, L.P.						ADAM GRAY
By:		Coliseum Capital, LLC, General Partner
By:		/s/ Chivonne Cassar				By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact						Chivonne Cassar, Attorney-in-fact
CHRISTOPHER SHACKELTON
By:		/s/ Chivonne Cassar
		Chivonne Cassar, Attorney-in-fact