| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LHC Group, Inc [ LHCG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2015 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/01/2015 | M | 2,600 | A | (1) | 2,346,107(2) | I | See Footnote(2) | ||
| Common Stock | 03/01/2015 | D | 2,600 | D | $33.8(3) | 2,343,507(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 03/01/2015 | M | 2,600 | 03/01/2015 | 03/01/2015 | Common Stock | 2,600 | $0.00(1) | 0 | I | See Footnote(4) | |||
| Phantom Stock | (1) | 03/01/2015 | A | 1,800 | 03/01/2016 | 03/01/2016 | Common Stock | 1,800 | $0.00(1) | 1,800 | I | See Footnote(4) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock, par value $0.01 per share ("Common Stock"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of a share of the Common Stock as of the payment date based on the closing market price of the Common Stock on such date. |
| 2. These securities are held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), (b) Coliseum Capital Partners II, L.P. ("CCP2" and, toghether with CCP, the "Funds")) and (c) a separate account investment advisory client (the "Separate Account") of Coliseum Capital Management, LLC ("CCM"). Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and Coliseum Capital, LLC ("CC") and may be deemed to have an indirect pecuniary interest in the shares held by the the Separate Account and the Funds due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from the Funds. Each of Shackelton, Gray, CCP, CCP2, CC and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. |
| 3. Each share of phantom stock is entitled to a cash payment equal to the fair market value of a share of the Common Stock, as of the payment date based on the closing market price of the Common Stock on such date. If the payment date occurs on a weekend or a day on which NASDAQ Global Select Market is not open for business, then the closing market price of the Common Stock on the most recent business day will be utilized to determine the fair market value of the Common Stock. The payment date of March 1, 2015 was a Sunday. Accordingly, the closing market price of the Common Stock of $33.80 on February 27, 2015 was used. |
| 4. The phantom stock was received by Shackelton in connection with his service as a member of the board of directors of the Issuer. Shackelton has agreed that all equity awards he receives for serving as a director of the issuer shall be issued to CCP. Shackelton and Gray are managers of and have an ownership interest in each of CCM and CC. CCM is the investment manager for CCP, and CC is the general partner of CCP. Shackelton and Gray may be deemed to have an indirect pecuniary interest in the phantom stock and Common Stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of CCM, CC, CCP, CCP2, Shackelton and Gray disclaim beneficial ownership of the phantom stock and Common Stock, except to the extent of that person's pecuniary interest therein. |
| 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.; and Adam Gray. |
| Coliseum Capital Management, LLC, By: /s/ Christopher Shackelton, Manager | 03/03/2015 | |
| /s/ Christopher Shackelton | 03/03/2015 | |
| Coliseum Capital, LLC, By: /s/ Christopher Shackelton, Manager | 03/03/2015 | |
| Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager | 03/03/2015 | |
| Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager | 03/03/2015 | |
| /s/ Adam Gray | 03/03/2015 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||