SEC Form SC 13D/A filed by ModivCare Inc. (Amendment)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 22)*
ModivCare Inc.
(Name of Issuer)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
743815102
(CUSIP Number)
Christopher Shackelton/Adam Gray
105 Rowayton Ave.
Rowayton, CT 06853
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 15, 2023
(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).
| CUSIP No. 743815102 | 13D/A | Page 2 of 10 |
| 1. |
Names of Reporting Persons
Coliseum Capital Management, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,982,751 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,982,751 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,982,751 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.0% | |||||
| 14. | Type of Reporting Person (See Instructions)
IA | |||||
| CUSIP No. 743815102 | 13D/A | Page 3 of 10 |
| 1. |
Names of Reporting Persons
Coliseum Capital, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,344,778 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,344,778 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,344,778 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
16.5% | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| CUSIP No. 743815102 | 13D/A | Page 4 of 10 |
| 1. |
Names of Reporting Persons
Coliseum Capital Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,231,441 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,231,441 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,231,441 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
15.7% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 743815102 | 13D/A | Page 5 of 10 |
| 1. |
Names of Reporting Persons
Coliseum Capital Partners II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
WC | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
113,337 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
113,337 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
113,337 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
0.8% | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| CUSIP No. 743815102 | 13D/A | Page 6 of 10 |
| 1. |
Names of Reporting Persons
Adam Gray | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,982,751 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,982,751 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,982,751 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.0% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 743815102 | 13D/A | Page 7 of 10 |
| 1. |
Names of Reporting Persons
Christopher Shackelton | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds (See Instructions)
AF | |||||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
2,982,751 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
2,982,751 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
2,982,751 | |||||
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (11)
21.0% | |||||
| 14. | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 743815102 | 13D/A | Page 8 of 10 |
Explanatory Note: This Amendment No. 22 (this “Amendment”) to the Schedule 13D (the “Initial 13D”) relating to the common stock, par value $0.001 per share (“Common Stock”) of ModivCare Inc. (the “Issuer”), filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on July 30, 2012 and 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, Amendment No. 7 to the Initial 13D filed on March 16, 2015, Amendment No. 8 to the Initial 13D filed on March 17, 2017, Amendment No. 9 to the Initial 13D filed on December 13, 2017, Amendment No. 10 to the Initial 13D filed on May 10, 2018, Amendment No. 11 to the Initial 13D filed on June 1, 2018, Amendment No. 12 to the Initial 13D filed on June 7, 2018, Amendment No. 13 to the Initial 13D filed on November 14, 2019, Amendment No. 14 to the Initial 13D filed on June 12, 2020, and Amendment No. 15 to the Initial 13D filed on November 12, 2020, Amendment No. 16 to the Initial 13D filed on September 9, 2021, Amendment No. 17 to the Initial 13D filed on May 10, 2023, Amendment No. 18 to the Initial 13D filed on August 10, 2023, Amendment No. 19 to the Initial 13D filed on August 11, 2023, Amendment No. 20 to the Initial 13D filed on September 11, 2023, and Amendment No. 21 to the Initial 13D filed on September 13, 2023, amends and supplements certain of the items set forth therein.
As used in this Amendment, the term “Reporting Persons” collectively refers to:
| • | Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”); |
| • | Coliseum Capital, LLC, a Delaware limited liability company (“CC”); |
| • | Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”); |
| • | Coliseum Capital Partners II, L.P., a Delaware limited partnership (“CCP2”); |
| • | Adam Gray (“Gray”); and |
| • | Christopher Shackelton, a director of the Issuer (“Shackelton”). |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented as follows:
Since the filing of Amendment No. 21 to the Initial 13D, the source and amount of funds used in purchasing the shares of Common Stock by CCP and a separate account investment advisory client of CCM (the “Separate Account”) were as follows:
| Purchaser |
Source of Funds |
Amount |
||||
| CCP |
Working Capital | $ | 8,636,315.70 | |||
| Separate Account |
Working Capital | $ | 2,181,157.32 | |||
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
| (a)-(b) | The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons 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 14,181,255 shares of Common Stock outstanding as of July 28, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on August 4, 2023. |
| CUSIP No. 743815102 | 13D/A | Page 9 of 10 |
| (c) | CCP and the Separate Account effected the following transactions in the Common Stock during the past sixty days, or since the filing of the last amendment to the Initial 13D, whichever is less: |
|
|
Purchase or Sale |
Date | Number of Shares |
Weighted Average Price/Price Per Share |
Range of Prices | |||||||||
| CCP |
Open Market Purchase | 09/13/2023 | 23,478 | $ | 28.66 | $28.07 - $28.95 | ||||||||
| Separate Account |
Open Market Purchase | 09/13/2023 | 5,918 | $ | 28.66 | $28.07 - $28.95 | ||||||||
| CCP |
Open Market Purchase | 09/13/2023 | 77,024 | $ | 29.25 | N/A | ||||||||
| Separate Account |
Open Market Purchase | 09/13/2023 | 19,417 | $ | 29.25 | N/A | ||||||||
| CCP |
Open Market Purchase | 09/15/2023 | 37,688 | $ | 34.13 | $33.65 - $34.63 | ||||||||
| Separate Account |
Open Market Purchase | 09/15/2023 | 9,528 | $ | 34.13 | $33.65 - $34.63 | ||||||||
| CCP |
Open Market Purchase | 09/15/2023 | 121,968 | $ | 35.25 | $34.65 - $35.64 | ||||||||
| Separate Account |
Open Market Purchase | 09/15/2023 | 30,833 | $ | 35.25 | $34.65 - $35.64 | ||||||||
| CCP |
Open Market Purchase | 09/15/2023 | 3,482 | $ | 35.70 | $35.65 - $35.79 | ||||||||
| Separate Account |
Open Market Purchase | 09/15/2023 | 880 | $ | 35.70 | $35.65 - $35.79 | ||||||||
| (d) | Except as set forth in Item 6 hereof, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein. |
The information in Item 6 hereof is incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
CCM is an investment adviser whose clients, including CCP, CCP2 and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.
| CUSIP No. 743815102 | 13D/A | Page 10 of 10 |
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: September 18, 2023
| COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL, LLC | |||||||
| By: | /s/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
| COLISEUM CAPITAL PARTNERS, L.P. | COLISEUM CAPITAL PARTNERS II, L.P. | |||||||
| By: | Coliseum Capital, LLC, General Partner | By: | Coliseum Capital, LLC, General Partner | |||||
| By: | /s/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
| CHRISTOPHER SHACKELTON | ADAM GRAY | |||||||
| By: | /s/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||