Statement of Changes in Beneficial Ownership (4)
February 21 2023 - 4:12PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Coliseum Capital Management, LLC |
2. Issuer Name and Ticker or Trading Symbol
ModivCare Inc
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MODV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
105 ROWAYTON AVE. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/16/2023 |
(Street)
ROWAYTON, CT 06853
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Phantom Stock | (1) | 2/16/2023 | | A | | 1314 | | (2) | (2) | Common Stock | 1314 | $0.00 | 1314 | I | See footnote (3) |
Explanation of Responses: |
(1) | Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of ModivCare Inc. (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 vesting date based on the closing market price of the Common Stock as of such vesting date. |
(2) | These securities vest on February 16, 2024. |
(3) | 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 and CCP2, disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein. |
Remarks: 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Coliseum Capital Management, LLC 105 ROWAYTON AVE. ROWAYTON, CT 06853 | X |
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Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON, CT 06853 | X |
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Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON, CT 06853 | X |
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COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON, CT 06853 | X |
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Coliseum Capital Partners II, L.P. 105 ROWAYTON AVE. ROWAYTON, CT 06853 | X |
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Gray Adam 105 ROWAYTON AVE. ROWAYTON, CT 06853 | X |
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Signatures
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Coliseum Capital Management, LLC By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact | | 2/21/2023 |
**Signature of Reporting Person | Date |
Christopher Shackelton By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact | | 2/21/2023 |
**Signature of Reporting Person | Date |
Coliseum Capital, LLC By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact | | 2/21/2023 |
**Signature of Reporting Person | Date |
Coliseum Capital Partners, L.P. By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact | | 2/21/2023 |
**Signature of Reporting Person | Date |
Coliseum Capital Partners II, L.P. By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact | | 2/21/2023 |
**Signature of Reporting Person | Date |
Adam Gray By: /s/ Thomas Sparta, Attorney-in-fact Thomas Sparta, Attorney-in-fact | | 2/21/2023 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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