FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

ROBSON DWIGHT D.
2. Issuer Name and Ticker or Trading Symbol

Civitas Solutions, Inc. [ CIVI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

C/O CIVITAS SOLUTIONS, INC., 313 CONGRESS STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

3/8/2019
(Street)

BOSTON, MA 02210
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/8/2019     D    175759   (1) (2) (3) D   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Stock Option   $17.00   3/8/2019     D         18342      (4) 9/16/2024   (4) Common Stock   18342     (4) 0   D    
Stock Option   $25.10   3/8/2019     D         5090      (4) 1/14/2026   (4) Common Stock   5090     (4) 0   D    
Stock Option   $17.05   3/8/2019     D         7156      (4) 12/10/2026   (4) Common Stock   7156     (4) 0   D    
Stock Option   $19.00   3/8/2019     D         6764      (4) 12/9/2027   (4) Common Stock   6764     (4) 0   D    
Stock Option   $13.65   3/8/2019     D         8633      (4) 12/8/2028   (4) Common Stock   8633     (4) 0   D    
Performance-Based Restricted Stock Unit     (5) 3/8/2019     A      8368         (5) (6)   (5) (6) Common Stock   8368     (5) (6) 8368   D    
Performance-Based Restricted Stock Unit     (5) 3/8/2019     D         8368      (5) (6)   (5) (6) Common Stock   8368     (5) (6) 0   D    

Explanation of Responses:
(1)  Disposed of pursuant to the merger contemplated by the Agreement and Plan of Merger, dated as of December 18, 2018 (the "Merger Agreement"), by and among Civitas Solutions, Inc. (the "Company"), Celtic Tier II Corp. and Celtic Intermediate Corp. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Company (the "Common Stock") held by the Company's stockholders, including the reporting person, was converted into the right to receive $17.75 in cash (other than 30,772 shares of Common Stock that were cancelled and converted into limited partnership interests in Celtic Holdings CB, L.P.).
(2)  Includes 1,833 restricted stock units ("RSU") that were scheduled to vest on December 6, 2019, 2,362 RSUs that were scheduled to vest on March 3, 2020, 3,290 RSUs that were scheduled to vest in two equal increments on December 8, 2019 and December 8, 2020 and 6,868 RSUs that were scheduled to vest in three equal increments on December 7, 2019, 2020 and 2021. At the Effective Time, each RSU, whether vested or unvested, was converted into the right to receive an amount in cash equal to (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such RSU.
(3)  (continued from footnote (2)) For each RSU (other than 6,868 RSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the RSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 6,868 RSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing.
(4)  At the Effective Time, each option to purchase shares of Common Stock (an "Option"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of $17.75 over the exercise price per share of such Option and (ii) the total number of shares of Common Stock subject to such Option. Any Option that had an exercise price per share that was equal to or greater than $17.75 was cancelled for no consideration. The consideration for Options (other than 8,633 Options granted in December 2018) was paid on the closing date. The consideration for 8,633 Options granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedules of the Options.
(5)  At the Effective Time, each performance-based restricted stock unit ("PRSU"), whether vested or unvested, was converted into the right to receive an amount in cash equal to the product of (i) $17.75 multiplied by (ii) the total number of shares of Common Stock subject to such PRSU, with performance-based vesting conditions deemed achieved based on actual performance through the closing date (in the case of PRSUs other than 3,434 PRSUs granted in December 2018), and, in the case of 3,434 PRSUs granted in December 2018, with performance-based vesting conditions deemed achieved at target.
(6)  (continued from footnote (5)) For each PRSU (other than 3,434 PRSUs granted in December 2018), 50% of the consideration was paid on the closing date and 50% will be paid subject to continued service in accordance with the original vesting schedule of the PRSUs, or, if earlier, in two equal installments on the first and second anniversaries of the closing. The consideration for 3,434 PRSUs granted in December 2018 will be paid subject to continued service in accordance with the original vesting schedule, or, if earlier, in two equal installments on the first and second anniversaries of the closing.

Remarks:
Chief Public Strategy and Marketing Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ROBSON DWIGHT D.
C/O CIVITAS SOLUTIONS, INC.
313 CONGRESS STREET
BOSTON, MA 02210


See Remarks

Signatures
/s/ Gina L. Martin, by power of attorney 3/12/2019
** 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.
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