CUSIP No. 743815102 (Common Stock)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
The
Providence Service Corporation
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
743815102
(CUSIP Number)
Christopher Shackelton/Adam Gray
Metro Center
1 Station
Place, 7th Floor South
Stamford, CT 06902
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 10, 2017
(Date of
Event Which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following
box. ☐
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of
Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 743815102 (Common Stock)
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1.
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Names of
Reporting Persons.
Coliseum Capital Management, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,888,905 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,888,905 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,888,905 (1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount
in Row (11)
27.4%(1)
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14.
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Type of Reporting Person (See
Instructions)
IA
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(1)
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Includes 1,920,545 shares of common stock, par value $0.001 per share (“Common Stock”) that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the
Reporting Person.
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CUSIP No. 743815102 (Common Stock)
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1.
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Names of
Reporting Persons.
Coliseum Capital, LLC
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,121,167 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,121,167 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,121,167 (1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
21.8 (1)%
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14.
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Type of Reporting Person (See
Instructions)
OO
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(1)
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Includes 1,724,962 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.
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CUSIP No. 743815102 (Common Stock)
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1.
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Names of
Reporting Persons.
Coliseum Capital Partners, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,131,007 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,131,007 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,131,007 (1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
14.7% (1)
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14.
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Type of Reporting Person (See
Instructions)
PN
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(1)
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Includes 1,032,315 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.
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CUSIP No. 743815102 (Common Stock)
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1.
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Names of
Reporting Persons.
Coliseum Capital Partners II, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
466,011 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
466,011 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
466,601 (1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
3.4%(1)
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14.
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Type of Reporting Person (See
Instructions)
PN
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(1)
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Includes 168,498 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.
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CUSIP No. 743815102 (Common Stock)
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1.
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Names of
Reporting Persons.
Coliseum Capital Co-Invest, L.P.
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
WC
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
524,149 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
524,149 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
524,149 (1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
3.7%(1)
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14.
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Type of Reporting Person (See
Instructions)
PN
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(1)
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Consists of shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.
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CUSIP No. 743815102 (Common Stock)
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1.
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Names of
Reporting Persons.
Adam Gray
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,888,905 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,888,905 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,888,905 (1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
27.4%(1)
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14.
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Type of Reporting Person (See
Instructions)
IN
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(1)
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Includes 1,920,545 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.
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CUSIP No. 743815102 (Common Stock)
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1.
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Names of
Reporting Persons.
Christopher Shackelton
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
AF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,888,905 (1)
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,888,905 (1)
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,888,905 (1)
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class Represented by Amount
in Row (11)
27.4%(1)
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14.
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Type of Reporting Person (See
Instructions)
IN
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(1)
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Includes 1,920,545 shares of Common Stock that could be obtained upon the conversion shares of shares of Series A Preferred Stock beneficially owned by the Reporting Person.
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CUSIP No. 743815102 (Common Stock)
Explanatory Note:
This Amendment No. 8 (this “Amendment”), to the Schedule 13D (the “Initial 13D”) filed by the Filers with
the Securities and Exchange Commission on July 30, 2012, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on August 20, 2012, Amendment No. 2 to the Initial 13D filed on September 13, 2012, Amendment
No. 3 to the Initial 13D filed on November 28, 2012, Amendment No. 4 to the Initial 13D filed on August 15, 2013, Amendment No. 5 to the Initial 13D filed on October 28, 2014, Amendment No. 6 to the Initial 13D
filed on February 23, 2015, and Amendment No. 7 to the Initial 13D filed on March 16, 2015, amends and supplements the items set forth herein.
As used in this statement, the term “Filers” collectively refers to:
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Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);
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Coliseum Capital, LLC, a Delaware limited liability company (“CC”);
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•
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Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);
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•
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Coliseum Capital Partners II, L.P., a Delaware limited partnership (“CCP2”);
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•
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Coliseum Capital
Co-Invest,
L.P., a Delaware limited partnership (“CCC”);
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Adam Gray (“Gray”); and
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Christopher Shackelton, a director of the Issuer (“Shackelton”).
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Item 5. Interest in
Securities of the Issuer.
Item 5 is hereby amended and replaced in its entirety with the following:
The information relating to the beneficial ownership of Common Stock by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is
incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 13,500,436 shares of Common Stock outstanding as of March 6, 2017, as reported in the Issuer’s Annual Report
on Form
10-K
for the fiscal year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 10, 2017.
The Filers have not effected any transactions in the Common Stock in the sixty days preceding the filing of this Amendment.
CUSIP No. 743815102 (Common Stock)
SIGNATURES
After reasonable inquiry and
to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
Dated: March 17, 2017
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COLISEUM CAPITAL MANAGEMENT, LLC
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COLISEUM CAPITAL, LLC
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By:
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/s/ Thomas Sparta
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By:
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/s/ Thomas Sparta
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Thomas Sparta,
Attorney-in-fact
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Thomas Sparta,
Attorney-in-fact
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COLISEUM CAPITAL PARTNERS, L.P.
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COLISEUM CAPITAL PARTNERS II, L.P.
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By: Coliseum Capital, LLC, General Partner
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By: Coliseum Capital, LLC, General Partner
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By:
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/s/ Thomas Sparta
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By:
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/s/ Thomas Sparta
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Thomas Sparta,
Attorney-in-fact
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Thomas Sparta,
Attorney-in-fact
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COLISEUM CAPITAL
CO-INVEST,
L.P.
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ADAM GRAY
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By: Coliseum Capital, LLC, General Partner
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By:
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/s/ Thomas Sparta
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By:
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/s/ Thomas Sparta
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Thomas Sparta,
Attorney-in-fact
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Thomas Sparta,
Attorney-in-fact
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CHRISTOPHER SHACKELTON
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By:
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/s/ Thomas Sparta
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Thomas Sparta,
Attorney-in-fact
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