0000899243-21-006907.txt : 20210217
0000899243-21-006907.hdr.sgml : 20210217
20210217165806
ACCESSION NUMBER: 0000899243-21-006907
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210213
FILED AS OF DATE: 20210217
DATE AS OF CHANGE: 20210217
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital Management, LLC
CENTRAL INDEX KEY: 0001409751
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 21645760
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Shackelton Christopher S
CENTRAL INDEX KEY: 0001430708
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 21645761
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital, LLC
CENTRAL INDEX KEY: 0001409585
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 21645762
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 212-488-5555
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COLISEUM CAPITAL PARTNERS, L.P.
CENTRAL INDEX KEY: 0001356974
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 21645763
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
FORMER NAME:
FORMER CONFORMED NAME: COLISEUM CAPITAL PARTNERS L P
DATE OF NAME CHANGE: 20060322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Coliseum Capital Partners II, L.P.
CENTRAL INDEX KEY: 0001567187
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 21645764
BUSINESS ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
BUSINESS PHONE: 203-883-0100
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Gray Adam
CENTRAL INDEX KEY: 0001454123
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34221
FILM NUMBER: 21645765
MAIL ADDRESS:
STREET 1: 105 ROWAYTON AVENUE
CITY: ROWAYTON
STATE: CT
ZIP: 06853
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ModivCare Inc
CENTRAL INDEX KEY: 0001220754
STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700]
IRS NUMBER: 860845127
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 700 CANAL STREET
STREET 2: THIRD FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06902
BUSINESS PHONE: 203-307-2800
MAIL ADDRESS:
STREET 1: 700 CANAL STREET
STREET 2: THIRD FLOOR
CITY: STAMFORD
STATE: CT
ZIP: 06902
FORMER COMPANY:
FORMER CONFORMED NAME: PROVIDENCE SERVICE CORP
DATE OF NAME CHANGE: 20030226
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-02-13
0
0001220754
ModivCare Inc
MODV
0001409751
Coliseum Capital Management, LLC
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001430708
Shackelton Christopher S
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001409585
Coliseum Capital, LLC
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001356974
COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001567187
Coliseum Capital Partners II, L.P.
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
0001454123
Gray Adam
105 ROWAYTON AVE.
ROWAYTON
CT
06853
1
0
1
0
Common Stock
2021-02-13
4
M
0
1952
0.00
A
1544007
I
See Footnote
Common Stock
2021-02-13
4
D
0
1952
178.53
D
1542055
I
See Footnotes
Common Stock
2021-02-14
4
M
0
619
0.00
A
1542674
I
See Footnote
Common Stock
2021-02-14
4
D
0
619
178.53
D
1542055
I
See Footnotes
Common Stock
2021-02-16
4
M
0
672
0.00
A
1542727
I
See Footnote
Common Stock
2021-02-16
4
D
0
672
171.63
D
1542055
I
See Footnotes
Phantom Stock
2021-02-13
4
M
0
1952
0.00
D
2021-02-13
2021-02-13
Common Stock
1952
0
I
See Footnote
Phantom Stock
2021-02-14
4
M
0
619
0.00
D
2021-02-14
2021-02-14
Common Stock
619
0
I
See Footnote
Phantom Stock
2021-02-16
4
M
0
672
0.00
D
2021-02-16
2021-02-16
Common Stock
672
0
I
See Footnote
Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of ModivCare Inc. (the "Issuer"). 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 vesting date based on the closing market price of the Common Stock as of such vesting date. The cash payment with respect to the phantom stock that vested on February 13, 2021 (a Saturday) was calculated based on the fair market value of the Common Stock equal to $178.53, which was the closing price of the Common Stock on February 12, 2021. The cash payment with respect to the phantom stock that vested on February 14, 2021 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $178.53, which was the closing price of the Common Stock on February 12, 2021. The cash payment with respect to the phantom stock that vested on February 16, 2021 was calculated based
(Continued from footnote 1) on the fair market value of the Common Stock equal to $171.63, which was the closing price of the Common Stock on February 16, 2021.
The cash settlement of 1,952 shares of phantom stock, 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each 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 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 and CCP2 disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.
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 and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 877,795; 261,300; and 402,960 shares of Common Stock, respectively.
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; and Gray.
Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact
2021-02-17
Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact
2021-02-17
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact
2021-02-17
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact
2021-02-17
Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact
2021-02-17
Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact, Chivonne Cassar, Attorney-in-fact
2021-02-17