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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
|
ModivCare Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
743815102 (CUSIP Number) |
Christopher Shackelton 105 Rowayton Avenue, Rowayton, CT, 06853 203-883-0100 Adam Gray 105 Rowayton Avenue, Rowayton, CT, 06853 203-883-0100 Debevoise & Plimpton LLP Attention: William D. Regner, Esq., 66 Hudson Boulevard New York, NY, 10001 (212) 909-6000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/10/2025 (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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 743815102 |
| 1 |
Name of reporting person
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,485,175.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 743815102 |
| 1 |
Name of reporting person
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,576,621.00 | ||||||||
| 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 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 743815102 |
| 1 |
Name of reporting person
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,463,284.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
24.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP No. | 743815102 |
| 1 |
Name of reporting person
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
113,337.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 743815102 |
| 1 |
Name of reporting person
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,485,175.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 743815102 |
| 1 |
Name of reporting person
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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,485,175.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
ModivCare Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6900 Layton Avenue, 12th Floor, Denver,
COLORADO
, 80237. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 25 (this "Amendment") to the Schedule 13D (the "Initial 13D") relating to the common stock, par value $0.001 per share ("Common Stock") of ModivCare Inc. (the "Issuer"), 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, Amendment No. 10 to the Initial 13D filed on May 10, 2018, Amendment No. 11 to the Initial 13D filed on June 1, 2018, Amendment No. 12 to the Initial 13D filed on June 7, 2018, Amendment No. 13 to the Initial 13D filed on November 14, 2019, Amendment No. 14 to the Initial 13D filed on June 12, 2020, and Amendment No. 15 to the Initial 13D filed on November 12, 2020, Amendment No. 16 to the Initial 13D filed on September 9, 2021, Amendment No. 17 to the Initial 13D filed on May 10, 2023, Amendment No. 18 to the Initial 13D filed on August 10, 2023, Amendment No. 19 to the Initial 13D filed on August 11, 2023, Amendment No. 20 to the Initial 13D filed on September 11, 2023, Amendment No. 21 to the Initial 13D filed on September 13, 2023, Amendment No. 22 to the Initial 13D filed on September 18, 2023, Amendment No. 23 to the Initial 13D filed on December 13, 2024, and Amendment No. 24 to the Initial 13D filed on January 10, 2025 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");
Adam Gray ("Gray"); and
Christopher Shackelton ("Shackelton"). | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is hereby amended and supplemented as follows:
Since the filing of Amendment No. 24 to the Initial 13D, the source and amount of funds used in purchasing the shares of Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the "Separate Account") were as follows: (1) CCP - working capital in the amount of $8,199,020.13; and (2) Separate Account - working capital in the amount of $1,801,245.84. In each case, the amounts exclude brokerage commissions.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 and their respective voting powers and disposition powers 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 14,283,664 shares of Common Stock outstanding as of November 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q, as filed with the SEC on November 7, 2024.
| |
| (b) | The information in subsection (a) of this Item 5 is incorporated by reference herein.
| |
| (c) | The Reporting Persons and 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 in the sixty days preceding the filing of this Amendment, or since the last amendment to the Initial 13D, whichever is less: (1) on January 10, 2025, CCP executed open market purchases of 469,969 shares and the Separate Account executed open market purchases of 103,468 shares, each at a weighted average price of $6.81 per share, with transaction prices ranging between $6.54 and $7.53; (2) on January 10, 2025, CCP executed open market purchases of 98,542 shares and the Separate Account executed open market purchases of 21,695 shares, each at a weighted average price of $7.91 per share, with transaction prices ranging between $7.53 and $8.52; (3) on January 10, 2025, CCP executed open market purchases of 21,576 shares and the Separate Account executed open market purchases of 4,750 shares, each at a weighted average price of $8.79 per share, with transaction prices ranging between $8.59 and $9.00; (4) on January 13, 2025, CCP executed open market purchases of 370,986 shares and the Separate Account executed open market purchases of 81,392 shares, each at a weighted average price of $6.56 per share, with transaction prices ranging between $6.34 and $6.75; and (5) on January 14, 2025, CCP executed open market purchases of 270,770 shares and the Separate Account executed open market purchases of 59,276 shares, each at a weighted average price of $5.88 per share, with transaction prices ranging between $5.55 and $6.35. The Reporting Persons undertake to provide to the staff of the SEC, upon request, full information regarding the number of shares of Common Stock purchased at each separate price within each range of prices set forth in this Item 5. | |
| (d) | 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 reported herein. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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