X0306 4 2015-03-18 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 Phantom Stock 2015-03-18 4 A 0 1333 0.00 A 2016-03-18 2016-03-18 Common Stock 1333 1333 I See Footnote Phantom Stock 2015-03-18 4 A 0 1333 0.00 A 2017-03-18 2017-03-18 Common Stock 1333 1333 I See Footnote Phantom Stock 2015-03-18 4 A 0 1334 0.00 A 2018-03-18 2018-03-18 Common Stock 1334 1334 I See Footnote Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock, $0.001 par value (the "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. These shares of phantom stock were 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 Management, LLC ("CCM") serves as investment advisor to CCP. 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, Coliseum Capital Partners II, L.P. ("CCP2") and Coliseum Capital Co-Invest, L.P. ("CCC") disclaim beneficial ownership of the phantom stock 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, CCC and Gray. Coliseum Capital Management, LLC, By: /s/ Christopher Shackelton, Manager 2015-03-27 /s/ Christopher Shackelton 2015-03-27 Coliseum Capital, LLC, By: /s/ Christopher Shackelton, Manager 2015-03-27 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 2015-03-27 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 2015-03-27 /s/ Adam Gray 2015-03-27 Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 2015-03-27