X0306 4 2015-03-13 0 0001220754 PROVIDENCE SERVICE CORP PRSC 0001409751 Coliseum Capital Management, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001430708 Shackelton Christopher S METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001409585 Coliseum Capital, LLC METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS L P METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001567187 Coliseum Capital Partners II, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001454123 Gray Adam METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 0001572285 Coliseum Capital Co-Invest, L.P. METRO CENTER 1 STATION PLACE, 7TH FLOOR SOUTH STAMFORD CT 06902 1 0 1 0 Common Stock 2015-03-13 4 M 0 2065 0.00 A 2224366 I See Footnote Common Stock 2013-03-13 4 D 0 2065 46.17 D 2222301 I See Footnote Phantom Stock 2015-03-13 4 M 0 2065 0.00 D 2015-03-13 2015-03-13 Common Stock 2065 0 I See Footnote 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 2,065 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 based on the closing market price of the Common Stock on such date. The closing market price of the Common Stock on the March 13, 2015 payment date was $46.17. The phantom stock was received by CCP pursuant to an agreement under which Shackelton assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. CC serves as the general partner for CCP and CCM serves as investment advisor to CCP, Shackelton and 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 and CCP disclaim beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein. The Common Stock 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 and may be deemed to have an indirect pecuniary interest in the shares held by the CCP, CCP2 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 CCP and CCP2. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Following the transactions reported herein, the Separate Account directly beneficially owned 629,608 shares of Common Stock, CCP directly beneficially owned 1,253,004 shares of Common Stock and CCP2 directly beneficially owned 339,689 shares of Common Stock. Christopher Shackelton ("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 ("CCM"); Coliseum Capital, LLC ("CC"); Coliseum Capital Partners, L.P. ("CCP"); Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Co-Invest, L.P. ("CCC") and Adam Gray ("Gray"). Coliseum Capital Management, LLC, By: /s/ Christopher Shackelton, Manager 2015-03-17 /s/ Christopher Shackelton 2015-03-17 Coliseum Capital, LLC, By: /s/ Christopher Shackelton, Manager 2015-03-17 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 2015-03-17 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 2015-03-17 /s/ Adam Gray 2015-03-17 Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 2015-03-17