Coliseum Capital Co-Invest Form 4 PROVIDENCE SERVICE / Adam Gray 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROVIDENCE SERVICE CORP [ PRSC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/14/2016

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

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

	Form filed by One Reporting Person
X	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	03/14/2016		M		2,065(1)(2)(3)	A	$0.00(1)	2,224,366	I	See Footnote(4)
Common Stock	03/14/2016		D		2,065(1)(2)(3)	D	$53.57(1)	2,222,301	I	See Footnote(4)
Common Stock	03/15/2016		S		42,075	D	$53.05(5)	2,180,226	I	See Footnote(4)
Common Stock	03/16/2016		S		36,344	D	$52.2(6)	2,143,882	I	See Footnotes(4)(7)

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
Phantom Stock	(1)	03/14/2016		M			2,065	03/14/2016	03/14/2016	Common Stock	2,065	$0.00(1)	0	I	See Footnote(3)
Phantom Stock	(1)	03/14/2016		A		3,360		(8)	(8)	Common Stock	3,360	$0.00	3,360	I	See Footnote(3)

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR SOUTH

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR,

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR,

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR,

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital Partners II, L.P.

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR,

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gray Adam

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR,

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Coliseum Capital Co-Invest, L.P.

(Last) (First) (Middle)

METRO CENTER

1 STATION PLACE, 7TH FLOOR,

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock on such date.

2. The cash settlement of 2,065 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock. The phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date, which was $53.57 based on the closing price of the Common Stock on March 14, 2016.

3. The phantom stock was received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement under which Christopher Shackelton ("Shackelton") assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. Coliseum Capital, LLC ("CC") serves as the general partner for CCP and Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Management, LLC ("CCM") serves as investment advisor to CCP and CCP2. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

4. The Common Stock is held directly by (a) CCP, (b) CCP2 and (c) a separate account investment advisory client of CCM (the "Separate Account"). Shackelton and Gray are managers of and have an ownership interest in each of CCM and CC and may be deemed to have an indirect pecuniary interest in the shares held by the CCP, CCP2 and the Separate Account due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from CCP and CCP2. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.25 to $53.29, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.95 to $52.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

7. Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 1,205,313, 326,682, 611,887 shares of Common Stock, respectively.

8. These securities vest in three equal annual installments beginning on March 14, 2017.

Remarks:

Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM; CC; CCP; CCP2; CCC; and Gray.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact	03/16/2016
	Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact	03/16/2016
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact	03/16/2016
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact	03/16/2016
	Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact	03/16/2016
	Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact	03/16/2016
	Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact	03/16/2016
	** Signature of Reporting Person	Date
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