David Casey Shackelton Form 4 PROVIDENCE SERVICE / David Casey Shackelton 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^*

Shackelton David Casey

(Last) (First) (Middle)

700 CANAL STREET

THIRD FLOOR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2018

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	03/13/2018		M		27,234	A	$43.81	44,401	D
Common Stock	03/13/2018		S		2,000	D	$72	42,401	D
Common Stock	03/13/2018		S		100	D	$73.98	42,301	D
Common Stock	03/13/2018		S		888	D	$72.25	41,413	D
Common Stock	03/13/2018		S		11,855	D	$70.84(1)	29,558	D
Common Stock	03/13/2018		S		14,391	D	$69.33(2)	15,167	D
Common Stock	03/13/2018		G		15,167(3)	D	$0	0	D
Common Stock	03/13/2018		G		15,167(3)	A	$0	15,167	I	By Trust
Common Stock	03/14/2018		M		2,233	A	$43.81	2,233	D
Common Stock	03/14/2018		S		2,233	D	$70.06(4)	0	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)	$43.81	03/13/2018		M			27,234	(5)	09/11/2024	Common Stock	27,234	$0	22,766	D
Employee Stock Option (Right to Buy)	$43.81	03/14/2018		M			2,233	(5)	09/11/2024	Common Stock	2,233	$0	20,533	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70.50 to $71.40, inclusive. The Reporting Person undertakes to provide to The Providence Service Corporation (the "Company"), any securityholder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote and footnotes 2 and 4 of this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.10 to $70.07, inclusive.

3. These 15,167 shares were gifted to an irrevocable trust for the benefit of the Reporting Person and his wife and children.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $70 to $70.25, inclusive.

5. This option, representing a right to purchase a total of 50,000 shares of common stock, became exercisable one-third beginning on September 11, 2014, an additional one-third on June 30, 2015 and fully exercisable on June 30, 2016.

Remarks:

	/s/ David C. Shackelton	03/15/2018
	** 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).
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