X0306 4 2015-11-15 0 0001303313 LHC Group, Inc LHCG 0001409751 Coliseum Capital Management, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 0 0 0001430708 Shackelton Christopher S METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 0 0 0001409585 Coliseum Capital, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 0 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 0 0 0001567187 Coliseum Capital Partners II, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 0 0 0001454123 Gray Adam METRO CENTER 1 STATION PLACE, 7TH FLOOR, STAMFORD CT 06902 1 0 0 0 Common Stock 2015-11-15 4 M 0 1168 0.00 A 1342017 I See Footnotes Common Stock 2015-11-15 4 D 0 1168 46.17 D 1340849 I See Footnotes Common Stock 2015-11-16 4 S 0 16017 45.58 D 1324832 I See Footnotes Common Stock 2015-11-17 4 S 0 40000 45.44 D 1284832 I See Footnotes Phantom Stock 2015-11-15 4 M 0 1168 0.00 D 2015-11-15 2015-11-15 Common Stock 1168 0 I See Footnotes Relates to cash settlement of phantom stock, each share of which is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). The cash settlement of 1,168 shares of phantom stock is 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 is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date, which was $46.17 based on the closing price of the Common Stock on November 13, 2015, the most recent trading day immediately preceding the payment date. The phantom stock was received by Christopher Shackelton ("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 Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser. Shackelton and Adam Gray ("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 phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds") is an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser. Each of Shackelton, Gray, CCP, CCP2, CC and CCM disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein. These securities are 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 Funds 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 the Funds. Each of Shackelton, Gray, CCP, CCP2, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.50 to $45.82, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.25 to $46.12, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Following the transactions reported herein, the Separate Account directly owned 437,184 shares of Common Stock, CCP directly owned 630,919 shares of Common Stock and CCP2 directly owned 216,729 shares of Common Stock. 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 2015-11-17 Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact 2015-11-17 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 2015-11-17 Coliseum Capital Partners, L.P., By: /s/ Chivonne Cassar, Attorney-in-fact 2015-11-17 Coliseum Capital Partners II, L.P., By: /s/ Chivonne Cassar, Attorney-in-fact 2015-11-17 Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact 2015-11-17