Coliseum Capital Management, LLC - 14 Feb 2024 Form 4 Insider Report for ModivCare Inc (MODV)

Role
Director, 10%+ Owner
Signature
Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Attorney-in-fact Chivonne Cassar, Attorney-in-fact
Issuer symbol
MODV
Transactions as of
14 Feb 2024
Net transactions value
$0
Form type
4
Filing time
16 Feb 2024, 16:30:58 UTC
Previous filing
23 Jan 2024
Next filing
16 Feb 2024
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction MODV Phantom Stock Award $0 +2,658 $0.000000 2,658 14 Feb 2024 Common Stock 2,658 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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.
F2 These securities vest on February 14, 2025.
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.

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.