Form 4 Hicks Michael-bryant

4 - Statement of changes in beneficial ownership of securities

Published: 2015-08-10 17:37:03
Submitted: 2015-08-10
Period Ending In: 2015-08-06
rdgdoc.html FORM 4


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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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Hicks Michael-Bryant

(Last) (First) (Middle)
64 E. BROADWAY BLVD.

(Street)
TUCSON AZ 85701

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PROVIDENCE SERVICE CORP [ PRSC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, General Counsel & Sec
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2015
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $44.17 08/06/2015 A 11,319 08/06/2015(1) 08/20/2015 Common Stock 11,319 $0 11,319 D
Employee Stock Option (right to buy) $44.17 08/06/2015 A 11,319 08/06/2018(2) 08/06/2020 Common Stock 11,319 $0 11,319 D
Performance Award (3)(4) 08/06/2015 A 0(3)(4) (3)(4) (3)(4) Common Stock 0(3)(4) $0 0(3)(4) D
Explanation of Responses:
1. This option is exercisable only for 10 business days from its date of grant, expires if not exercised within this time period and is referred to as the "special option".
2. This option was granted as a matching option to the special option and will be forfeited if the special option is not exercised. A pro rata portion of the matching option will be forfeited, on a share for share basis for the portion not exercised, to the extent the special option is exercised in part but not for the full number of shares available. The option vests in full on August 6, 2018.
3. Pursuant to the Issuer's 2015 Holding Company LTI Program (the "Program"), to the extent the value of the Company's outstanding shares of common stock ("Stock"), as calculated pursuant to the Program as of August 6, 2015, increases at a compounded annual rate of at least 8% between August 6, 2015 and December 31, 2017 as determined pursuant to the Program (the "Hurdle Shareholder Value"), then a pool will be established in an amount equal to 8% of any increase in the value of the Stock above the Hurdle Shareholder Value ("Pool Amount").
4. (continued from footnote 3) Participants in the Program will be entitled to receive a specified percentage of any Pool Amount (the "Issuance Value") as soon as reasonably practicable following December 31, 2017 (the "Determination Date") payable as follows: (i) unrestricted stock having a fair market value equal to 60% of the Issuance Value and (ii) Stock units having a fair market value equal to 40% of the Issuance Value, 62.5% of which are to become vested and payable in unrestricted Stock on the first anniversary of the Determination Date and 37.5% of which are to become vested and payable in unrestricted Stock on the second anniversary of the Determination Date. The Reporting Person has been awarded 7.5% of any Pool Amount.
/s/ Kevin Moore, Attorney-in-fact 08/10/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
1
rdgdoc.xml FORM 4
Schema Version:
X0306
Document Type:
4
Period Of Report:
2015-08-06

Issuer

Issuer Cik
0001220754
Issuer Name
PROVIDENCE SERVICE CORP
Issuer Trading Symbol
PRSC

Reporting Owner

Reporting Owner Id

Rpt Owner Cik
0001596081
Rpt Owner Name
Hicks Michael-Bryant

Reporting Owner Address

Rpt Owner Street1
64 E. BROADWAY BLVD.
Rpt Owner City
TUCSON
Rpt Owner State
AZ
Rpt Owner Zip Code
85701

Reporting Owner Relationship

Is Officer
1
Officer Title
SVP, General Counsel & Sec

Derivative Transaction

Security Title
Employee Stock Option (right to buy)
Conversion Or Exercise Price
44.17
Transaction Date
2015-08-06

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
11319
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A

Exercise Date

Value
2015-08-06
@attributes Id
F1
Expiration Date
2015-08-20

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
11319
Shares Owned Following Transaction
11319
Direct Or Indirect Ownership
D
Security Title
Employee Stock Option (right to buy)
Conversion Or Exercise Price
44.17
Transaction Date
2015-08-06

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares
11319
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A

Exercise Date

Value
2018-08-06
@attributes Id
F2
Expiration Date
2020-08-06

Underlying Security

Underlying Security Title
Common Stock
Underlying Security Shares
11319
Shares Owned Following Transaction
11319
Direct Or Indirect Ownership
D
Security Title
Performance Award

Footnote Id

@attributes Id
F3
@attributes Id
F4
Transaction Date
2015-08-06

Transaction Coding

Transaction Form Type
4
Transaction Code
A
Equity Swap Involved
0

Transaction Amounts

Transaction Shares

Value
0

Footnote Id

@attributes Id
F3
@attributes Id
F4
Transaction Price Per Share
0
Transaction Acquired Disposed Code
A

Footnote Id

@attributes Id
F3
@attributes Id
F4

Footnote Id

@attributes Id
F3
@attributes Id
F4

Underlying Security

Underlying Security Title
Common Stock

Underlying Security Shares

Value
0

Footnote Id

@attributes Id
F3
@attributes Id
F4

Shares Owned Following Transaction

Value
0

Footnote Id

@attributes Id
F3
@attributes Id
F4
Direct Or Indirect Ownership
D

Footnote

0
This option is exercisable only for 10 business days from its date of grant, expires if not exercised within this time period and is referred to as the "special option".
1
This option was granted as a matching option to the special option and will be forfeited if the special option is not exercised. A pro rata portion of the matching option will be forfeited, on a share for share basis for the portion not exercised, to the extent the special option is exercised in part but not for the full number of shares available. The option vests in full on August 6, 2018.
2
Pursuant to the Issuer's 2015 Holding Company LTI Program (the "Program"), to the extent the value of the Company's outstanding shares of common stock ("Stock"), as calculated pursuant to the Program as of August 6, 2015, increases at a compounded annual rate of at least 8% between August 6, 2015 and December 31, 2017 as determined pursuant to the Program (the "Hurdle Shareholder Value"), then a pool will be established in an amount equal to 8% of any increase in the value of the Stock above the Hurdle Shareholder Value ("Pool Amount").
3
(continued from footnote 3) Participants in the Program will be entitled to receive a specified percentage of any Pool Amount (the "Issuance Value") as soon as reasonably practicable following December 31, 2017 (the "Determination Date") payable as follows: (i) unrestricted stock having a fair market value equal to 60% of the Issuance Value and (ii) Stock units having a fair market value equal to 40% of the Issuance Value, 62.5% of which are to become vested and payable in unrestricted Stock on the first anniversary of the Determination Date and 37.5% of which are to become vested and payable in unrestricted Stock on the second anniversary of the Determination Date. The Reporting Person has been awarded 7.5% of any Pool Amount.

Owner Signature

Signature Name
/s/ Kevin Moore, Attorney-in-fact
Signature Date
2015-08-10
Additional Files
FileSequenceDescriptionTypeSize
0001437749-15-015450.txt   Complete submission text file   11240
$PRSC

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