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* Shackelton David Casey (Last) (First) (Middle) 64 E. BROADWAY BLVD. (Street) TUCSON AZ 85701 (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) Director 10% Owner X Officer (give title below) Other (specify below) Interim CFO
	3. Date of Earliest Transaction (Month/Day/Year) 08/06/2015
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person 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	08/10/2015		M		11,319	A	$44.17	11,319	D

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
Employee Stock Option (right to buy)	$44.17	08/06/2015		A		11,319		08/06/2015(1)	08/20/2015	Common Stock	11,319	$0	11,319	D
Employee Stock Option (right to buy)	$44.17	08/06/2015		A		11,319		08/06/2018(2)	08/06/2020	Common Stock	11,319	$0	11,319	D
Employee Stock Option (right to buy)	$44.17	08/10/2015		M			11,319	08/06/2015(1)	08/20/2015	Common Stock	11,319	$0	0	D
Performance Award	(3)(4)	08/06/2015		A		0(3)(4)		(3)(4)	(3)(4)	Common Stock	0(3)(4)	$0	0(3)(4)	D

Explanation of Responses:

1. This option is exercisable only for 10 business days from its date of grant, expires if not exercised within this time period and is referred to as the "special option".

2. This option was granted as a matching option to the special option and will be forfeited if the special option is not exercised. A pro rata portion of the matching option will be forfeited, on a share for share basis for the portion not exercised, to the extent the special option is exercised in part but not for the full number of shares available. The option vests in full on August 6, 2018.

3. Pursuant to the Issuer's 2015 Holding Company LTI Program (the "Program"), to the extent the value of the Company's outstanding shares of common stock ("Stock"), as calculated pursuant to the Program as of August 6, 2015, increases at a compounded annual rate of at least 8% between August 6, 2015 and December 31, 2017 as determined pursuant to the Program (the "Hurdle Shareholder Value"), then a pool will be established in an amount equal to 8% of any increase in the value of the Stock above the Hurdle Shareholder Value ("Pool Amount").

4. (continued from footnote 3) Participants in the Program will be entitled to receive a specified percentage of any Pool Amount (the "Issuance Value") as soon as reasonably practicable following December 31, 2017 (the "Determination Date") payable as follows: (i) unrestricted stock having a fair market value equal to 60% of the Issuance Value and (ii) Stock units having a fair market value equal to 40% of the Issuance Value, 62.5% of which are to become vested and payable in unrestricted Stock on the first anniversary of the Determination Date and 37.5% of which are to become vested and payable in unrestricted Stock on the second anniversary of the Determination Date. The Reporting Person has been awarded 20% of any Pool Amount.

	/s/ David C. Shackelton	08/10/2015
	** 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).
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