| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MODV | Common Stock | Options Exercise | $0 | +1.22K | +0.09% | $0.00 | 1.37M | Feb 7, 2023 | See footnote | F1, F2, F3, F4 |
| transaction | MODV | Common Stock | Disposed to Issuer | -$134K | -1.22K | -0.09% | $109.40 | 1.37M | Feb 7, 2023 | See footnotes | F1, F2, F3, F4, F5 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MODV | Phantom Stock | Options Exercise | $0 | -1.22K | -100% | $0.00* | 0 | Feb 7, 2023 | Common Stock | 1.22K | See footnote | F1, F3 |
| Id | Content |
|---|---|
| F1 | 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 7, 2023 was calculated based on the fair market value of the Common Stock equal to $109.40, which was the closing price of the Common Stock on February 7, 2023. |
| F2 | The cash settlement of 1,223 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. |
| F3 | 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. |
| F4 | 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. |
| F5 | Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 930,766; 113,337; and 328,695 shares of Common Stock, respectively. |
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.