SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last)

(First)

(Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ModivCare Inc [ MODV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

	Form filed by One Reporting Person
X	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2024		M		1,314⁽¹⁾⁽²⁾⁽³⁾	A	$0.00⁽¹⁾⁽²⁾	2,984,065	I	See footnote⁽⁴⁾
Common Stock	02/16/2024		D		1,314⁽¹⁾⁽²⁾⁽³⁾	D	$49.79⁽¹⁾⁽²⁾	2,982,751	I	See footnotess⁽⁴⁾⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock	⁽¹⁾	02/16/2024		M			1,314	02/16/2024	02/16/2024	Common Stock	1,314	$0.00⁽¹⁾	0	I	See footnote⁽³⁾

1. Name and Address of Reporting Person^*

Coliseum Capital Management, LLC

(Last)

(First)

(Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Shackelton Christopher S

(Last)

(First)

(Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Coliseum Capital, LLC

(Last)

(First)

(Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

COLISEUM CAPITAL PARTNERS, L.P.

(Last)

(First)

(Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Coliseum Capital Partners II, L.P.

(Last)

(First)

(Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gray Adam

(Last)

(First)

(Middle)

105 ROWAYTON AVE.

(Street)

ROWAYTON

06853

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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. The cash payment with respect to the phantom stock that vested on February 16, 2024 was calculated based on the fair market value of the Common Stock equal to $49.79, which was the closing price of the Common Stock on February 16, 2024.

2. The cash settlement of 1,314 shares of phantom stock is reported for purposes of this Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

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.

4. 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 disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

5. Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 2,231,441; 113,337; and 637,973 shares of Common Stock, respectively.

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.

	Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact	02/20/2024
	Christopher Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact	02/20/2024
	Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact	02/20/2024
	Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact	02/20/2024
	Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact	02/20/2024
	Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact	02/20/2024
	** 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).
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Coliseum Capital Management, Llc converted options into 1,314 shares and returned $65,424 worth of shares to the company (1,314 units at $49.79) (SEC Form 4)