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| CUSIP No. 743815102 |
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13D/A |
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Page
8
of 10 |
Explanatory Note: This Amendment No. 23 (this “Amendment”) to the Schedule 13D
(the “Initial 13D”) relating to the common stock, par value $0.001 per share (“Common Stock”) of ModivCare Inc. (the “Issuer”), filed by the Reporting Persons with the Securities and Exchange
Commission (the “SEC”) on July 30, 2012 and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on August 20, 2012, Amendment No. 2 to the Initial 13D filed on September 13, 2012,
Amendment No. 3 to the Initial 13D filed on November 28, 2012, Amendment No. 4 to the Initial 13D filed on August 15, 2013, Amendment No. 5 to the Initial 13D filed on October 28, 2014, Amendment No. 6 to the
Initial 13D filed on February 23, 2015, Amendment No. 7 to the Initial 13D filed on March 16, 2015, Amendment No. 8 to the Initial 13D filed on March 17, 2017, Amendment No. 9 to the Initial 13D filed on
December 13, 2017, Amendment No. 10 to the Initial 13D filed on May 10, 2018, Amendment No. 11 to the Initial 13D filed on June 1, 2018, Amendment No. 12 to the Initial 13D filed on June 7, 2018, Amendment
No. 13 to the Initial 13D filed on November 14, 2019, Amendment No. 14 to the Initial 13D filed on June 12, 2020, and Amendment No. 15 to the Initial 13D filed on November 12, 2020, Amendment No. 16 to the Initial
13D filed on September 9, 2021, Amendment No. 17 to the Initial 13D filed on May 10, 2023, Amendment No. 18 to the Initial 13D filed on August 10, 2023, Amendment No. 19 to the Initial 13D filed on August 11, 2023,
Amendment No. 20 to the Initial 13D filed on September 11, 2023, Amendment No. 21 to the Initial 13D filed on September 13, 2023, and Amendment No. 22 to the Initial 13D filed on September 18, 2023, amends and
supplements certain of the items set forth therein.
As used in this Amendment, the term “Reporting Persons” collectively refers to:
Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”);
Coliseum Capital, LLC, a Delaware limited liability company (“CC”);
Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”);
Coliseum Capital Partners II, L.P., a Delaware limited partnership (“CCP2”);
Adam Gray (“Gray”); and
Christopher Shackelton, a director of the Issuer (“Shackelton”).
Item 4. Purpose of Transaction.
Item 4 is hereby
amended and supplemented as follows:
On December 13, 2024, Shackelton notified the board of directors of the Issuer (the “Board”)
of his intention to resign as a director, effective December 13, 2024. The Reporting Persons remain supportive of the Board and the Issuer’s management.
The Reporting Persons acquired the Common Stock and the Issuer’s debt securities for investment purposes, and such purchases were made in the Reporting
Persons’ ordinary course of business. In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the Common Stock, the Issuer’s debt securities or other securities or
derivative or other instruments that are based upon or relate to the value of securities of the Issuer, and in such manner, as they deem advisable to benefit from changes in market prices of the Common Stock or the Issuer’s debt securities,
changes in the Issuer’s operations, business strategy or prospects, or from an acquisition, sale or merger of the Issuer. To evaluate such alternatives, the Reporting Persons routinely will monitor the Issuer’s operations, prospects,
business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment
considerations. Consistent with their investment research methods and evaluation criteria, the Reporting Persons may discuss such matters with management or directors of the Issuer, other shareholders, industry analysts, existing or potential
strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons’ modifying their ownership of the Common
Stock and the Issuer’s debt securities, exchanging information with the Issuer pursuant to appropriate confidentiality or similar agreements, proposing changes in the Issuer’s operations, governance or capitalization, or in proposing one
or more of the other actions described in paragraphs (a) through (j) of Item 4 of Schedule. The Reporting Persons reserve the right to formulate other plans and/or make other proposals and take such actions with respect to their investment
in the Issuer, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional Common Stock or additional amounts of the Issuer’s debt securities or dispose of all Common
Stock or Issuer’s debt securities beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing. The Reporting
Persons may also take steps to explore and prepare for various plans and actions, and propose transactions, before forming an intention to engage in such plans or actions or proceed with such transactions.
Item 5. Interest in Securities of the Issuer.
Item
5 is hereby amended and supplemented as follows:
| (a)-(b) |
The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons and their
respective voting powers and disposition powers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon 14,283,664
shares of Common Stock outstanding as of November 1, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the SEC on November 7, 2024. |