X0306 4 2016-03-01 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 2016-03-01 4 M 0 1800 0.00 A 1064598 I See Footnotes Common Stock 2016-03-01 4 D 0 1800 37.43 D 1062798 I See Footnotes Phantom Stock 2016-03-01 4 M 0 1800 0.00 D 2016-03-01 2016-03-01 Common Stock 1800 0 I See Footnotes Phantom Stock 2016-03-01 4 A 0 1700 0.00 A 2017-03-01 2017-03-01 Common Stock 1700 1700 I See Footnotes Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock, par value $0.01 per share (the "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. The cash settlement of 1,800 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 $37.43 based on the closing price of the Common Stock on March 1, 2016, 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. 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, the Funds, CC and CCM disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein. The Common Stock reported in Column 5 of Table I 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. Each of Shackelton, Gray, the Funds, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. 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 2016-03-03 Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact 2016-03-03 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 2016-03-03 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2016-03-03 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2016-03-03 Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact 2016-03-03