Grover N. Wray Form 4 ModivCare / GROVER N. WRAY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WRAY GROVER N.

(Last) (First) (Middle)

6900 LAYTON AVENUE

12TH FLOOR

(Street)

DENVER CO 80237

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ModivCare Inc [ MODV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/08/2022		A		1,499(1)	A	$0	1,939	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$110.07	02/08/2022		A		4,586		(2)	02/08/2027	Common Stock	4,586	$0	4,586	D
Performance Restricted Stock Units	(3)	02/08/2022		A		2,998		(3)	02/08/2025	Common Stock	(3)	$0	2,998	D

Explanation of Responses:

1. Represents restricted stock units scheduled to vest as follows: (1) 500 shares will vest on February 8, 2023, (2) 499 shares will vest on February 8, 2024 and (3) 500 shares will vest on February 8, 2025, in each case, subject to the reporting person's continued employment.

2. Option becomes exercisable with respect to: (1) 1,529 shares on February 8, 2023, (2) 1,528 shares on February 8, 2024 and (3) 1,529 shares on February 8, 2025, in each case, subject to the reporting person's continued employment.

3. Represents the contingent right to receive a number of shares of issuer common stock determined by multiplying the number of performance units by a percentage from 50% to 200% that corresponds to specified share price thresholds measured by reference to a volume-weighted average price (VWAP) of the issuer's common stock over a specified period of trading days prior to the expiration date of the award, subject to the reporting person's continued employment.

	/s/ Jonathan Bush by Power of Attorney	02/10/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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