Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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- Peter Lynch
What is insider trading>>
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
(Rule
13d-101 Information to Be Included In Statements Filed Pursuant To
Rule
13d-1(a) and Amendments Thereto Filed Pursuant to Rule 13d-2(a))
Under
the Securities Exchange Act of 1934
(Amendment
No. 9)*
|
The
Providence Service Corporation
|
|
(Name
of Issuer)
|
|
Common
Stock, Par Value $0.001 Per Share
|
|
(Title
of Class of Securities)
|
|
743815102
|
|
(CUSIP
Number)
|
|
Eric
S. Gray
13401
Railway Drive
Oklahoma
City, Oklahoma 73114
(405)
752-8802
|
|
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
|
July
21, 2009
|
|
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note:
Schedules filed in paper format shall include a signed original and five copies
of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on 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
|
1.
|
Names
of Reporting Persons:
73114
Investments, L.L.C.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds
WC
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) o
|
||
|
6.
|
Citizenship
or Place of Organization:
Oklahoma,
United States
|
||
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
|
0
|
|
8.
|
Shared
Voting Power
|
0
|
|
|
9.
|
Sole
Dispositive Power
|
0
|
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person:
0
|
||
|
12.
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
||
|
13.
|
Percent
of Class Represented by Amount in Row 11:
0.0%
|
||
|
14.
|
Type
of Reporting Person (See Instructions):
OO
|
||
Schedule
13D
Page 2 of
9 Pages
CUSIP No.
743815102
|
1.
|
Names
of Reporting Persons:
Avalon
Correctional Services, Inc.
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds
WC
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) o
|
||
|
6.
|
Citizenship
or Place of Organization:
Oklahoma,
United
States
|
||
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
|
0
|
|
8.
|
Shared
Voting Power
|
0
|
|
|
9.
|
Sole
Dispositive Power
|
0
|
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person:
0
|
||
|
12.
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
||
|
13.
|
Percent
of Class Represented by Amount in Row 11:
0.0%
|
||
|
14.
|
Type
of Reporting Person (See Instructions):
CO
|
||
Schedule
13D
Page 3 of
9 Pages
CUSIP No.
743815102
|
1.
|
Names
of Reporting Persons:
Donald
E. and Tiffany Smith, Joint Tenants
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds
PF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) o
|
||
|
6.
|
Citizenship
or Place of Organization:
United
States
|
||
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
|
7,200
|
|
8.
|
Shared
Voting Power
|
0
|
|
|
9.
|
Sole
Dispositive Power
|
7,200
|
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person:
7,200
|
||
|
12.
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
||
|
13.
|
Percent
of Class Represented by Amount in Row 11:
0.1%
|
||
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
||
Schedule
13D
Page 4 of
9 Pages
CUSIP No.
743815102
|
1.
|
Names
of Reporting Persons:
Michael
Bradley
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds
PF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) o
|
||
|
6.
|
Citizenship
or Place of Organization:
United
States
|
||
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
|
1,000
|
|
8.
|
Shared
Voting Power
|
0
|
|
|
9.
|
Sole
Dispositive Power
|
1,000
|
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person:
1,000
|
||
|
12.
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
||
|
13.
|
Percent
of Class Represented by Amount in Row 11:
0.1%
|
||
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
||
Schedule
13D
Page 5 of
9 Pages
CUSIP No.
743815102
|
1.
|
Names
of Reporting Persons:
Eric
S. Gray
|
||
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
x
(b)
o
|
||
|
3.
|
SEC
Use Only
|
||
|
4.
|
Source
of Funds
PF
|
||
|
5.
|
Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) o
|
||
|
6.
|
Citizenship
or Place of Organization:
United
States
|
||
|
Number
of Shares Beneficially Owned by Each Reporting Person With
|
7.
|
Sole
Voting Power
|
1,000
|
|
8.
|
Shared
Voting Power
|
0
|
|
|
9.
|
Sole
Dispositive Power
|
1,000
|
|
|
10.
|
Shared
Dispositive Power
|
0
|
|
|
11.
|
Aggregate
Amount Beneficially Owned by Each Reporting
Person:
1,000
|
||
|
12.
|
Check
if the Aggregate Amount in Row 11 Excludes Certain Shares (See
Instructions) o
|
||
|
13.
|
Percent
of Class Represented by Amount in Row 11:
0.1%
|
||
|
14.
|
Type
of Reporting Person (See Instructions):
IN
|
||
Schedule
13D
Page 6 of
9 Pages
This
Amendment No. 9 (this “Ninth Amendment”) to Schedule 13D
is filed on behalf of the Filing Parties named in the Prior 13D with the
Securities and Exchange Commission (the “Commission”) with respect to
the Common Stock, par value $0.001 per share (the “Common Stock”), of The
Providence Service Corporation, a Delaware corporation (the “Issuer”). This
Ninth Amendment amends the initial statement on Schedule 13D filed by the Filing
Parties on November 7, 2008 (the “Original 13D”), Amendment
No. 1 thereto filed on January 22, 2009 (“Amendment No. 1”),
Amendment No. 2 thereto filed on February 13, 2009 (“Amendment No. 2”), Amendment
No. 3 thereto filed on February 23, 2009 (“Amendment No. 3”), Amendment
No. 4 thereto filed on March 2, 2009 (“Amendment No. 4”), Amendment
No. 5 thereto filed on May 1, 2009 (“Amendment No. 5”), Amendment
No. 6 thereto filed on May 20, 2009 (“Amendment No. 6”), Amendment
No. 7 thereto filed on June 18, 2009 (“Amendment No. 7”), and
Amendment No. 8 thereto filed on July 20, 2009 (“Amendment No. 8” and with the
Original 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.
4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8, the
“Prior
13D”). Unless otherwise indicated, all capitalized terms used
but not defined herein shall have the same meaning ascribed to them in the Prior
13D. Except as indicated herein, the information set forth in the
Prior 13D remains unchanged.
Item
5. Interest in
Securities of the Issuer
Item 5 is
hereby amended and restated in the following respects:
(a)-(b) The
aggregate number of shares of Common Stock and percentage of the outstanding
Common Stock of the Issuer beneficially owned (i) by each of the Filing Parties,
and (ii) to the knowledge of the Filing Parties, by each other person who may be
deemed to be a member of the group, is as follows:
|
Filing Party
|
Aggregate
Number of Shares
|
Number
of Shares: Sole Power to Vote
or Dispose
|
Number
of Shares: Shared Power to Vote
or Dispose
|
Approximate
Percentage*
|
||||||||||||
|
Donald
E. Smith and Tiffany Smith
|
7,200 | 7,200 | 0 | 0.1 | % | |||||||||||
|
Michael
Bradley
|
1,000 | 1,000 | 0 | 0.1 | % | |||||||||||
|
Eric
S. Gray
|
1,000 | 1,000 | 0 | 0.1 | % | |||||||||||
|
73114
Investments, L.L.C.
|
0 | 0 | 0 | 0.0 | % | |||||||||||
|
Avalon
Correctional Services, Inc.
|
0 | 0 | 0 | 0.0 | % | |||||||||||
* Based
on 12,855,091 shares of Common Stock outstanding as of May 4, 2009, as reported
in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31,
2009.
Schedule
13D
Page 7 of
9 Pages
Each of
the Smiths, Bradley and Gray disclaims beneficial ownership of the securities
held by the other individual Filing Parties. 73114 and Avalon
disclaim beneficial ownership of the securities held by the other Filing
Parties.
(c) On
July 16, 2009, 73114 sold 1,082,679 shares of Common Stock at a price of $10.40
per share of Common Stock.
In
addition, on July 21, 2009, 73114 sold 1,210,216 shares of Common Stock at a
price of $10.00 per share of Common Stock.
Other
than these transactions, the Filing Parties effected no transactions in the
Common Stock during the past 60 days.
(d) No
change.
(e) The
Filing Parties ceased to be the beneficial owner of more than 5% of the Common
Stock on July 21, 2009.
Schedule
13D
Page 8 of
9 Pages
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this Statement is true, complete and
correct.
|
Date:
July 22, 2009
|
/s/
Donald E.
Smith
|
|
Donald
E. Smith, for himself and as attorney-in-fact
|
|
|
for
Tiffany Smith, Eric S. Gray and Michael Bradley
|
|
|
73114
Investments, L.L.C.
|
|
|
By:
/s/ Donald E.
Smith
|
|
|
Donald
E. Smith, Chief Executive Officer
|
|
|
Avalon
Correctional Services, Inc.
|
|
|
By:
/s/ Donald E.
Smith
|
|
|
Donald
E. Smith, Chief Executive Officer
|
Schedule
13D
Page 9 of
9 Pages