ModivCare Inc.

01/14/2025 | Press release | Distributed by Public on 01/14/2025 18:33

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Coliseum Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
ModivCare Inc [MODV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
105 ROWAYTON AVE
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2025
(Street)
ROWAYTON, CT 06853
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share ("Common Stock") 01/10/2025 P 573,437 A $6.81(1) 3,556,188 I See Footnotes(2)(3)
Common Stock 01/10/2025 P 120,237 A $7.91(4) 3,676,425 I See Footnotes(2)(3)
Common Stock 01/10/2025 P 26,326 A $8.79(5) 3,702,751 I See Footnotes(2)(3)
Common Stock 01/13/2025 P 452,378 A $6.56(6) 4,155,129 I See Footnotes(2)(3)
Common Stock 01/14/2025 P 330,046 A $5.88(7) 4,485,175 I See Footnotes(2)(3)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coliseum Capital Management, LLC
105 ROWAYTON AVE
ROWAYTON, CT 06853
X
Coliseum Capital, LLC
105 ROWAYTON AVE
ROWAYTON, CT 06853
X
COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVE
ROWAYTON, CT 06853
X
Coliseum Capital Partners II, L.P.
105 ROWAYTON AVE
ROWAYTON, CT 06853
X
Gray Adam
105 ROWAYTON AVE
ROWAYTON, CT 06853
X
Shackelton Christopher S
105 ROWAYTON AVE
ROWAYTON, CT 06853
X

Signatures

Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 01/14/2025
**Signature of Reporting Person Date
Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact 01/14/2025
**Signature of Reporting Person Date
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 01/14/2025
**Signature of Reporting Person Date
Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Attorney-in-fact 01/14/2025
**Signature of Reporting Person Date
Adam Gray, By: /s/ Chivonne Cassar, Attorney-in-fact 01/14/2025
**Signature of Reporting Person Date
Christopher S. Shackelton, By: /s/ Chivonne Cassar, Attorney-in-fact 01/14/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.54 to $7.53, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(2) The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser and (c) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP and CCP2, the "Holders").
(3) Christopher Shackelton ("Shackelton") and Adam Gray ("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 securities 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.
(4) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.53 to $8.52, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(5) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.59 to $9.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(6) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.34 to $6.75, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
(7) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.55 to $6.35, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.