Filing Details
- Accession Number:
- 0001193125-18-182170
- Form Type:
- 13D Filing
- Publication Date:
- 2018-06-01 21:25:02
- Filed By:
- Coliseum Capital
- Company:
- Modivcare Inc (NASDAQ:MODV)
- Filing Date:
- 2018-06-04
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Coliseum Capital Management | 0 | 3,338,701 | 0 | 3,338,701 | 3,338,701 | 24.4% |
| Coliseum Capital | 0 | 2,703,733 | 0 | 2,703,733 | 2,703,733 | 19.6% |
| Coliseum Capital Partners | 0 | 1,783,269 | 0 | 1,783,269 | 1,783,269 | 12.7% |
| Coliseum Capital Partners II | 0 | 396,315 | 0 | 396,315 | 396,315 | 3.0% |
| Coliseum Capital Co-Invest | 0 | 524,149 | 0 | 524,149 | 524,149 | 3.9% |
| Adam Gray | 0 | 3,338,701 | 0 | 3,338,701 | 3,338,701 | 24.4% |
| Christopher Shackelton | 0 | 3,338,701 | 0 | 3,338,701 | 3,338,701 | 24.4% |
CUSIP No. 743815102 (Common Stock)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
May 30, 2018
(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).
Page 1 of 11
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
3,338,701 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,338,701 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,338,701 (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)
24.4% (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 of shares of Series A convertible preferred stock, par value $0.001 per share (the Series A Preferred Stock), beneficially owned by the Reporting Person. |
Page 2 of 11
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
2,703,733 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,703,733 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,703,733 (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)
19.6% (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 of shares of Series A Preferred Stock beneficially owned by the Reporting Person. |
Page 3 of 11
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
1,783,269 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,783,269 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,783,269 (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)
12.7% (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 of shares of Series A Preferred Stock beneficially owned by the Reporting Person. |
Page 4 of 11
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
396,315 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
396,315 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
396,315 (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)
3.0% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes 168,498 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock beneficially owned by the Reporting Person. |
Page 5 of 11
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)
3.9% (1) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Consists of 524,149 shares of Common Stock that could be obtained upon the conversion of shares of Series A Preferred Stock beneficially owned by the Reporting Person. |
Page 6 of 11
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
3,338,701 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,338,701 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,338,701 (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)
24.4% (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 of shares of Series A Preferred Stock beneficially owned by the Reporting Person. |
Page 7 of 11
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
3,338,701 (1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,338,701 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person
3,338,701 (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)
24.4% (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 of shares of Series A Preferred Stock beneficially owned by the Reporting Person. |
Page 8 of 11
CUSIP No. 743815102 (Common Stock)
Explanatory Note: This Amendment No. 11 (this Amendment) to the Schedule 13D (the Initial 13D), filed by the Reporting Persons with the Securities and Exchange Commission (the SEC) on July 30, 2012 and 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, Amendment No. 8 to the Initial 13D filed on March 17, 2017, Amendment No. 9 to the Initial 13D filed on December 13, 2017 and Amendment No. 10 to the Initial 13D filed on May 10, 2018, amends and supplements certain of the items set forth therein.
As used in this Amendment, the term Reporting Persons 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 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 Reporting Persons 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 13,023,928 shares of Common Stock outstanding as of May 7, 2018, as reported in the Issuers Quarterly Report on Form 10-Q, as filed with the SEC on May 10, 2018.
The Reporting Persons and a separate account investment advisory client of CCM (the Separate Account) effected the following transactions in the Common Stock on the dates indicated and such transactions are the only transactions in the Common Stock by the Reporting Persons since the most recent Schedule 13D filed by the Reporting Persons:
|
| Purchase or Sale | Date | Number of Shares | Weighted Average Price Per Share | Range of Prices | |||||||||||||||
| CCP | Sale | 5/22/2018 | 18,849 | $ | 74.78 | $ | 74.50 - $75.37 | |||||||||||||
| CCP2 | Sale | 5/22/2018 | 3,072 | $ | 74.78 | $ | 74.50 - $75.37 | | ||||||||||||
| Separate Account | Sale | 5/22/2018 | 7,179 | $ | 74.78 | $ | 74.50 - $75.37 | |||||||||||||
| CCP | Sale | 5/23/2018 | 6,615 | $ | 74.82 | $ | 74.75 - $75.04 | |||||||||||||
| CCP2 | Sale | 5/23/2018 | 1,076 | $ | 74.82 | $ | 74.75 - $75.04 | |||||||||||||
| Separate Account | Sale | 5/23/2018 | 2,532 | $ | 74.82 | $ | 74.75 - $75.04 | |||||||||||||
| CCP | Sale | 5/23/2018 | 6,472 | $ | 74.14 | $ | 74.00 - $74.78 | |||||||||||||
| CCP2 | Sale | 5/23/2018 | 1,052 | $ | 74.14 | $ | 74.00 - $74.78 | |||||||||||||
| Separate Account | Sale | 5/23/2018 | 2,476 | $ | 74.14 | $ | 74.00 - $74.78 | |||||||||||||
| CCP | Sale | 5/24/2018 | 4,016 | $ | 74.05 | $ | 74.00 - $74.18 | |||||||||||||
| CCP2 | Sale | 5/24/2018 | 653 | $ | 74.05 | $ | 74.00 - $74.18 | |||||||||||||
| Separate Account | Sale | 5/24/2018 | 1,531 | $ | 74.05 | $ | 74.00 - $74.18 | |||||||||||||
| CCP | Sale | 5/25/2018 | 1,969 | $ | 74.20 | $ | 74.00 - $74.25 | |||||||||||||
| CCP2 | Sale | 5/25/2018 | 319 | $ | 74.20 | $ | 74.00 - $74.25 | |||||||||||||
| Separate Account | Sale | 5/25/2018 | 753 | $ | 74.20 | $ | 74.00 - $74.25 | |||||||||||||
| CCP | Sale | 5/30/2018 | 27,565 | $ | 73.40 | $ | 73.00 - $73.94 | |||||||||||||
| CCP2 | Sale | 5/30/2018 | 4,477 | $ | 73.40 | $ | 73.00 - $73.94 | |||||||||||||
| Separate Account | Sale | 5/30/2018 | 10,523 | $ | 73.40 | $ | 73.00 - $73.94 | |||||||||||||
| CCP | Sale | 5/30/2018 | 24,636 | $ | 74.37 | $ | 74.00 - $74.92 | |||||||||||||
| CCP2 | Sale | 5/30/2018 | 4,001 | $ | 74.37 | $ | 74.00 - $74.92 | |||||||||||||
| Separate Account | Sale | 5/30/2018 | 9,405 | $ | 74.37 | $ | 74.00 - $74.92 | |||||||||||||
| CCP | Sale | 5/30/2018 | 2,498 | $ | 75.12 | $ | 75.00 - $75.64 | |||||||||||||
| CCP2 | Sale | 5/30/2018 | 406 | $ | 75.12 | $ | 75.00 - $75.64 | |||||||||||||
| Separate Account | Sale | 5/30/2018 | 954 | $ | 75.12 | $ | 75.00 - $75.64 | |||||||||||||
| CCP | Sale | 5/31/2018 | 17,796 | $ | 72.23 | $ | 72.00 - $72.80 | |||||||||||||
| CCP2 | Sale | 5/31/2018 | 2,883 | $ | 72.23 | $ | 72.00 - $72.80 | |||||||||||||
| Separate Account | Sale | 5/31/2018 | 6,782 | $ | 72.23 | $ | 72.00 - $72.80 | |||||||||||||
| CCP | Sale | 5/31/2018 | 3,175 | $ | 73.62 | $ | 73.01 - $74.00 | |||||||||||||
| CCP2 | Sale | 5/31/2018 | 515 | $ | 73.62 | $ | 73.01 - $74.00 | |||||||||||||
| Separate Account | Sale | 5/31/2018 | 1,210 | $ | 73.62 | $ | 73.01 - $74.00 | |||||||||||||
| CCP | Sale | 6/1/2018 | 4,535 | $ | 73.62 | $ | 73.00 - $73.97 | |||||||||||||
| CCP2 | Sale | 6/1/2018 | 734 | $ | 73.62 | $ | 73.00 - $73.97 | |||||||||||||
| Separate Account | Sale | 6/1/2018 | 1,731 | $ | 73.62 | $ | 73.00 - $73.97 | |||||||||||||
| CCP | Sale | 6/1/2018 | 31,688 | $ | 72.35 | $ | 72.00 - $72.99 | |||||||||||||
| CCP2 | Sale | 6/1/2018 | 5,129 | $ | 72.35 | $ | 72.00 - $72.99 | |||||||||||||
| Separate Account | Sale | 6/1/2018 | 12,092 | $ | 72.35 | $ | 72.00 - $72.99 | |||||||||||||
| CCP | Sale | 6/1/2018 | 2,786 | $ | 73.07 | $ | 73.00 - $73.20 | |||||||||||||
| CCP2 | Sale | 6/1/2018 | 451 | $ | 73.07 | $ | 73.00 - $73.20 | |||||||||||||
| Separate Account | Sale | 6/1/2018 | 1,063 | $ | 73.07 | $ | 73.00 - $73.20 | |||||||||||||
Page 9 of 11
CUSIP No. 743815102 (Common Stock)
Except as set forth below, 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. 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.
Page 10 of 11
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: June 1, 2018
| COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL, LLC | |||||||
| By: | /s/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, 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/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
| COLISEUM CAPITAL CO-INVEST, L.P. | ADAM GRAY | |||||||
| By: | Coliseum Capital, LLC, General Partner | |||||||
| By: | /s/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
| CHRISTOPHER SHACKELTON | ||||||||
| By: | /s/ Thomas Sparta | |||||||
| Thomas Sparta, Attorney-in-fact | ||||||||
Page 11 of 11