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) 01/21/2015
	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	01/21/2015		M(1)		4,167(1)	A	(1)	2,226,468(1)	I	See Footnote(1)
Common Stock	01/21/2015		D(1)		4,167(1)	D	$37.31(1)	2,222,301(1)	I	See Footnote(1)

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)	01/21/2015		M(1)			4,167(1)	01/21/2015	01/21/2015	Common Stock	4,167(1)	$0.00	0	I	See Footnote(1)

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Shackelton Christopher S (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coliseum Capital, LLC (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COLISEUM CAPITAL PARTNERS L P (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coliseum Capital Partners II, L.P. (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gray Adam (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Coliseum Capital Co-Invest, L.P. (Last) (First) (Middle) METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH (Street) STAMFORD CT 06902 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLACKWELL PARTNERS LLC - SERIES A (Last) (First) (Middle) C/O DUMAC, LLC 280 SOUTH MANGUM STREET, SUITE 210 (Street) DURHAM NC 27701 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Joint Filer Information on Exhibit 99.1 for information with respect to the nature of Coliseum Capital Management, LLC's indirect ownership and details regarding the transactions reported herein and the nature of the beneficial ownership of the reporting persons.

Remarks:

Christopher 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: Coliseum Capital Management, LLC; Coliseum Capital, LLC; Coliseum Capital Partners, L.P.; Coliseum Capital Partners II, L.P.; Blackwell Partners LLC Series A; Coliseum Capital Co-Invest, L.P. and Adam Gray.

	Coliseum Capital Management, LLC, By: /s/ Christopher Shackelton, Manager	01/23/2015
	/s/ Christopher Shackelton	01/23/2015
	Coliseum Capital, LLC, By: /s/ Christopher Shackelton, Manager	01/23/2015
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager	01/23/2015
	Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager	01/23/2015
	Blackwell Partners LLC Series A, By: Coliseum Capital Management, LLC, its Attorney-in-fact, By: /s/ Christopher Shackelton, Manager	01/23/2015
	/s/ Adam Gray	01/23/2015
	Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager	01/23/2015
	** Signature of Reporting Person	Date
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