Sec Form 4 Filing - Coliseum Capital Management, LLC @ ModivCare Inc - 2021-08-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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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) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 105 ROWAYTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/12/2021 (Street) ROWAYTON, CT06853 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 08/12/2021 M 200,000 ( 1 ) ( 2 ) A $ 0 ( 2 ) 1,742,055 I See Footnote ( 3 ) ( 4 ) Common Stock 08/12/2021 D 200,000 ( 2 ) D $ 182.73 ( 2 ) 1,542,055 I See Footnote ( 3 ) ( 4 ) ( 5 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option Equivalent Units ( 5 ) 08/12/2021 M 200,000 ( 2 ) ( 6 ) 09/10/2024 Common Stock 200,000 $ 0 ( 5 ) 200,000 I See Footnote ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Coliseum Capital Management, LLC 105 ROWAYTON AVENUE ROWAYTON, CT06853 X X Shackelton Christopher S 105 ROWAYTON AVE. ROWAYTON, CT06853 X X Coliseum Capital, LLC 105 ROWAYTON AVE. ROWAYTON, CT06853 X X COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVE. ROWAYTON, CT06853 X X Coliseum Capital Partners II, L.P. 105 ROWAYTON AVE. ROWAYTON, CT06853 X X Gray Adam 105 ROWAYTON AVE. ROWAYTON, CT06853 X X Signatures Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Attorney-in-fact, Thomas Sparta, Attorney-in-fact 08/16/2021 Signature of Reporting Person Date Christopher Shackelton, By: /s/ Thomas Sparta, Attorney-in-fact, Thomas Sparta, Attorney-in-fact 08/16/2021 Signature of Reporting Person Date Coliseum Capital, LLC, By: /s/ Thomas Sparta, Attorney-in-fact, Thomas Sparta, Attorney-in-fact 08/16/2021 Signature of Reporting Person Date Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact, Thomas Sparta, Attorney-in-fact 08/16/2021 Signature of Reporting Person Date Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Attorney-in-fact, Thomas Sparta, Attorney-in-fact 08/16/2021 Signature of Reporting Person Date Adam Gray, By: /s/ Thomas Sparta, Attorney-in-fact, Thomas Sparta, Attorney-in-fact 08/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the deemed acquisition of common stock of the Issuer ("Common Stock") upon the exercise of Stock Option Equivalent Units as disclosed in Table II. ( 2 )The cash settlement of 200,000 Stock Option Equivalent Units is reported for purposes of Form 4 as the disposition of the Stock Option Equivalent Units and a simultaneous acquisition and disposition of the underlying Common Stock. ( 3 )The Stock Option Equivalent Units were 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. ( 4 )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 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 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. Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 877,795; 261,300; and 402,960 shares of Common Stock, respectively. ( 5 )Stock Option Equivalent Units represent the right to receive upon exercise the difference between the closing market price of one share of Common Stock, on the date of the exercise minus $43.81 in cash (there is no right to receive Common Stock). The cash payment with respect to the Stock Option Equivalent Units was calculated based on the fair market value of the Common Stock of $182.73, which was the closing price of the Common Stock on August 12, 2021. ( 6 )66,666 Units became fully vested and exercisable as of the September 11, 2014; 66,666 Units became fully vested and exercisable on June 30, 2015; and 66,668 Units became fully vested and exercisable on June 30, 2016.

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; CCC; and Gray.

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).

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