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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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ModivCare Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
60783X104 (CUSIP Number) |
THE AI CATALYST FUND, LP Attention: David Mounts Gonzales, 1 W 4th Street, Suite 740 Winston-Salem, NC, 27101 (336) 278-1935 KING & SPALDING LLP Attention: Jonathan M.A. Melmed, 1185 Avenue of the Americas New York, NY, 10036 (212) 556-2100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/31/2025 (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
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| CUSIP No. | 60783X104 |
| 1 |
Name of reporting person
The AI Catalyst Fund, LP | ||||||||
| 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
2,130,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Percent of class represented by amount in Row (11) is calculated based on 14,283,664 shares of the Common Stock, par value $0.001 per share, of the Issuer (as defined below) outstanding as of November 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on November 7, 2024.
SCHEDULE 13D
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| CUSIP No. | 60783X104 |
| 1 |
Name of reporting person
The AI Catalyst Fund GP, 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)
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
2,130,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percent of class represented by amount in Row (11) is calculated based on 14,283,664 shares of the Common Stock, par value $0.001 per share, of the Issuer outstanding as of November 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.
SCHEDULE 13D
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| CUSIP No. | 60783X104 |
| 1 |
Name of reporting person
David Mounts Gonzales | ||||||||
| 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)
OO | ||||||||
| 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
2,130,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class represented by amount in Row (11) is calculated based on 14,283,664 shares of the Common Stock, par value $0.001 per share, of the Issuer outstanding as of November 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on November 7, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
ModivCare Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6900 E. Layton Avenue, 12th Floor, Denver,
COLORADO
, 80237. | |
Item 1 Comment:
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D originally filed with the SEC by the Reporting Persons on January 17, 2025, as amended by Amendment No. 1 ("Amendment No. 1") filed with the SEC on January 27, 2025 (the "Schedule 13D"). This Amendment No. 2 amends and supplements the Schedule 13D as specifically set forth herein. Except as set forth herein, the Schedule 13D, as amended by Amendment No. 1, is unmodified. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 2. | Identity and Background | |
| (a) | No amendment to this Item is being made. | |
| (b) | No amendment to this Item is being made. | |
| (c) | No amendment to this Item is being made. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| (f) | No amendment to this Item is being made. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Shares purchased by AICF since the filing of Amendment No. 1 were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 420,000 Shares acquired by AICF since the filing of Amendment No. 1 is approximately $1,678,224, including brokerage commissions. | ||
| Item 4. | Purpose of Transaction | |
No amendment to this Item is being made. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The second and third paragraphs of Item 5(a) of the Schedule 13D are hereby superseded by the following paragraphs:
As of the date hereof, AICF directly beneficially owned 2,130,000 Shares, constituting approximately 14.9% of the Shares outstanding.
AICF GP, as the general partner of AICF, may be deemed to beneficially own the 2,130,000 Shares owned in the aggregate by AICF, constituting approximately 14.9% of the Shares outstanding. Mr. Mounts Gonzales, as the President of AICF GP and the sole managing member of AICF GP, may be deemed to beneficially own the 2,130,000 Shares owned in the aggregate by AICF, constituting approximately 14.9% of the Shares outstanding. | |
| (b) | No amendment to this Item is being made. | |
| (c) | Exhibit 99.2 sets forth all transactions in securities of the Issuer by the Reporting Persons since the filing of Amendment No. 1 by the Reporting Persons on January 27, 2025. All such transactions were effected in the open market. | |
| (d) | No amendment to this Item is being made. | |
| (e) | No amendment to this Item is being made. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
No amendment to this Item is being made. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, dated January 16, 2025 (incorporated by reference to Exhibit 99.1 to the Schedule 13D filed by the Reporting Persons on January 17, 2025).
99.2 Schedule of transactions for Item 5(c) of Schedule 13D | ||
| 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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