Sec Form 4 Filing - Hicks Michael-Bryant @ PROVIDENCE SERVICE CORP - 2015-08-06

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 Hicks Michael-Bryant 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 (Last) (First) (Middle) 64 E. BROADWAY BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2015 (Street) TUCSON, AZ85701 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hicks Michael-Bryant 64 E. BROADWAY BLVD. TUCSON, AZ85701 SVP, General Counsel & Sec Signatures /s/ Kevin Moore, Attorney-in-fact 08/10/2015 Signature of Reporting Person Date

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.

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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