X0306 4 2018-02-16 0 0001220754 PROVIDENCE SERVICE CORP PRSC 0001409751 Coliseum Capital Management, LLC 105 ROWAYTON AVE ROWAYTON CT 06853 1 0 1 0 0001430708 Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001409585 Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001567187 Coliseum Capital Partners II, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001454123 Gray Adam 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 0001572285 Coliseum Capital Co-Invest, L.P. 105 ROWAYTON AVE. ROWAYTON CT 06853 1 0 1 0 Phantom Stock 2018-02-16 4 A 0 2017 0.00 A Common Stock 2017 2017 I See Footnotes Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of 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 based on the closing market price of the Common Stock on such date. These securities vest in three equal annual installments beginning on February 16, 2019. The phantom stock was received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement under which Christopher Shackelton ("Shackelton") assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. Coliseum Capital, LLC ("CC") serves as the general partner for CCP and Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Management, LLC ("CCM") serves as investment advisor to CCP and CCP2. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in 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. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein. Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 903,554; 252,585; 497,616; and 0 shares of Common Stock, respectively. 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; CCC; and Gray. Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 2018-02-21 Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact 2018-02-21 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 2018-02-21 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2018-02-21 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 2018-02-21 Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact 2018-02-21 Coliseum Capital Co-Invest, L.P., Coliseum Capital Co-Invest, L.P., By: /s/ Chivonne Cassar, Attorney-in-fact 2018-02-21