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