UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
| 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 Metro Center 1 Station Place, 7th Floor South Stamford, CT 06902 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| September 12, 2012 |
(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 10
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) x
| |||||
| 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
2,100,556 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,100,556 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,556 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
16.1% | |||||
14. | Type of Reporting Person (See Instructions)
IA | |||||
Page 2 of 10
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) x
| |||||
| 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
1,377,331 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,377,331 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,377,331 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
10.5% | |||||
14. | Type of Reporting Person (See Instructions)
OO | |||||
Page 3 of 10
CUSIP No. 743815102 (Common Stock)
| 1. | Names of Reporting Persons.
Coliseum CapitalPartners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 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
1,377,331 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
1,377,331 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
1,377,331 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
10.5% | |||||
14. | Type of Reporting Person (See Instructions)
PN | |||||
Page 4 of 10
CUSIP No. 743815102 (Common Stock)
| 1. | Names of Reporting Persons.
Blackwell Partners, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x
| |||||
| 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
Georgia | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
723,225 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
723,225 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
723,225 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
5.5% | |||||
14. | Type of Reporting Person (See Instructions)
OO | |||||
Page 5 of 10
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) x
| |||||
| 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
2,100,556 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,100,556 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,556 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
16.1% | |||||
14. | Type of Reporting Person (See Instructions)
IN | |||||
Page 6 of 10
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) x
| |||||
| 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
2,100,556 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,100,556 | |||||
11. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,100,556 | |||||
12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | Percent of Class Represented by Amount in Row (11)
16.1% | |||||
14. | Type of Reporting Person (See Instructions)
IN | |||||
Page 7 of 10
CUSIP No. 743815102 (Common Stock)
Explanatory Note:This Amendment No. 2 (this “Amendment”), to the Schedule 13D (the “Initial 13D”) filed by the Filers (as defined below in Item 2) with the U.S. Securities and Exchange Commission (the “Commission”) on July 30, 2012, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on August 20, 2012, amends and supplements the items set forth herein. As used in this statement, 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”); |
| • | Blackwell Partners, LLC, a Georgia limited liability company (“Blackwell”); |
| • | Adam Gray (“Gray”); and |
| • | Christopher Shackelton (“Shackelton”). |
Item 1. Security and Issuer.
Item 1 is amended and restated in its entirety as follows.
The title of the class of equity securities to which this statement relates to is the Common Stock, $0.001 par value per share (the “Common Stock”) of The Providence Service Corporation, a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 64 East Broadway Blvd, Tucson, Arizona 85701.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is supplemented as follows:
The source and amount of funds used in purchasing the Common Stock described in Item 5 were as follows:
Purchaser | Source of Funds | Amount | ||||
CCP | Working Capital | $ | 2,169,521 | |||
Blackwell | Working Capital | $ | 429,277 | |||
Item 5. Interest in Securities of the Issuer.
Item 5 is 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 13,087,550 shares of Common Stock outstanding as of August 6, 2012, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on August 9, 2012.
Page 8 of 10
CUSIP No. 743815102 (Common Stock)
The Filers effected the following transactions in the Common Stock in open market transactions on the dates indicated, and such transactions are the only transactions in the Common Stock by the Filers since the filing of Amendment No. 1:
Name | Purchase or Sale | Date | Number of Shares | Weighted Average Price Per Share | ||||||||||
CCP | Purchase | 8/23/2012 | 18,762 | $ | 11.47 | |||||||||
CCP | Purchase | 8/24/2012 | 1,780 | $ | 11.49 | |||||||||
CCP | Purchase | 8/27/2012 | 22,513 | $ | 11.35 | |||||||||
CCP | Purchase | 9/10/2012 | 29,957 | $ | 12.08 | |||||||||
CCP | Purchase | 9/11/2012 | 5,100 | $ | 12.32 | |||||||||
CCP | Purchase | 9/12/2012 | 98,749 | $ | 12.69 | |||||||||
Blackwell | Purchase | 8/23/2012 | 10,768 | $ | 11.47 | |||||||||
Blackwell | Purchase | 8/24/2012 | 1,020 | $ | 11.49 | |||||||||
Blackwell | Purchase | 8/27/2012 | 12,900 | $ | 11.35 | |||||||||
Blackwell | Purchase | 9/10/2012 | 12,220 | $ | 12.08 | |||||||||
The information in Item 6 is incorporated herein by reference.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
CCM is an investment adviser whose clients, including CCP and Blackwell, 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. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.
Page 9 of 10
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: September 13, 2012
| COLISEUM CAPITAL MANAGEMENT, LLC | BLACKWELL PARTNERS, LLC | |||||||
| By: | Coliseum Capital Management, LLC, Attorney-in-fact | |||||||
| By: | /s/ Christopher Shackelton | By: | /s/ Adam Gray | |||||
| Christopher Shackelton, Manager | Adam Gray, Manager | |||||||
| COLISEUM CAPITAL PARTNERS, L.P. | CHRISTOPHER SHACKELTON | |||||||
| By: | Coliseum Capital, LLC, General Partner | |||||||
| By: | /s/ Adam Gray | /s/ Christopher Shackelton | ||||||
| Adam Gray, Manager | Christopher Shackelton | |||||||
| COLISEUM CAPITAL, LLC | ADAM GRAY | |||||||
| By: | /s/ Adam Gray | /s/ Adam Gray | ||||||
| Adam Gray, Manager | Adam Gray | |||||||
Page 10 of 10
