Coliseum Capital Co-Invest, L.P.

SEC source: 0000899243-20-030829 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,542,055

F1 · ownership.nature: The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP, CCP2, CCC, the "Holders").

F2 · ownership.nature: Christopher Shackelton ("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 securities held by the CCP, CCP2, CCC 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, CCP2 and CCC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F3 · ownership.nature: Following the transactions reported herein, CCP, CCP2, CCC and the Separate Account directly beneficially owned the Common Stock as follows: 877,795; 261,300; 0; and 402,960 shares, respectively.

SEC source: 0000899243-20-025337 · doc4.xml · derivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Coliseum Holdings I, LLC · CIK 0001678188 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 444,944

Underlying: Common Stock · 7,659,339 shares

Expires not disclosed

F1 · derivative.exercise_price: The conversion rate in effect at any applicable time for conversion of each share of Series A Preferred Stock into common stock will be the quotient obtained by dividing the liquidation preference then in effect by the conversion price then in effect, plus cash in lieu of fractional shares. The initial liquidation preference is $100 per share and the initial conversion price is $3.33 per share.

F2 · derivative.exercise_date: When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 shares of the Issuer's common stock (the "Common Shares"). The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date.

F3 · derivative.exercise_date: (Continued from Footnote 2) On September 14, 2020, Coliseum Holdings I LLC ("CHI"), the record owner of all 700,000 shares of Series A Preferred Stock of UTI (the "Preferred Shares") distributed the Preferred Shares to its four members, (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC" and, together with CCP and CCP2, the "Funds") and (d) a separate account investment advisory client of CCM (the "Separate Account").

F4 · derivative.exercise_date: (Continued from Footnote 3) Following this distribution, CCP2 and CCC distributed the Preferred Shares they received to their respective limited partners. We refer to these distributions as the "Distributions." Mr. Gray and his spouse, trusts established for the benefit of Mr. Gray's descendants, Mr. Shackleton, and trusts established for the benefit of Mr. Shackleton's descendants received Preferred Shares from each of CCP2 and CCC in their capacities as limited partners thereof.

F5 · derivative.exercise_date: (Continued from Footnote 4) Prior to the Distributions, CCM had voting and investment control over certain securities owned in the Separate Account. In connection with the Distribution, CCM and the client owner of the Separate Account amended the investment management account (the "Investment Management Account Amendment") to eliminate voting and dispositive authority over 56,000 shares of Series A Preferred Stock of UTI. As a result, the Reporting Persons disclaim beneficial ownership of such securities. Pursuant to the Investment Management Account Amendment, CCM retains voting and dispositive authority over 75,320 shares of Series A Preferred Stock of UTI held in the Separate Account.

F6 · derivative.exercise_date: (Continued from Footnote 5) Following the Distributions and the Investment Management Account Amendment, Mr. Gray and his trusts held 10,162 Preferred Shares; Mr. Shackleton and his trusts held 10,162 Preferred Shares; CCP held 349,300 Preferred Shares and the Separate Account held 75,320 Preferred Shares that are reported herein.

F7 · derivative.exercise_date: (Continued from Footnote 6) The Board of Directors of the Issuer has determined that, following the Distributions, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into common stock provided that the number of shares of common stock issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of shares of common stock outstanding on an as converted basis on the date of the Distributions, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any shares of common stock issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the common stock on the date of the Distributions (the foregoing limitations, the "Continuing Caps").

F8 · derivative.exercise_date: (Continued from Footnote 7) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons in the Distributions to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Company's common stock and voting power as of the date of the Distributions.. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time.

F2 · derivative.expiration_date: When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 shares of the Issuer's common stock (the "Common Shares"). The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date.

F3 · derivative.expiration_date: (Continued from Footnote 2) On September 14, 2020, Coliseum Holdings I LLC ("CHI"), the record owner of all 700,000 shares of Series A Preferred Stock of UTI (the "Preferred Shares") distributed the Preferred Shares to its four members, (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC" and, together with CCP and CCP2, the "Funds") and (d) a separate account investment advisory client of CCM (the "Separate Account").

F4 · derivative.expiration_date: (Continued from Footnote 3) Following this distribution, CCP2 and CCC distributed the Preferred Shares they received to their respective limited partners. We refer to these distributions as the "Distributions." Mr. Gray and his spouse, trusts established for the benefit of Mr. Gray's descendants, Mr. Shackleton, and trusts established for the benefit of Mr. Shackleton's descendants received Preferred Shares from each of CCP2 and CCC in their capacities as limited partners thereof.

F5 · derivative.expiration_date: (Continued from Footnote 4) Prior to the Distributions, CCM had voting and investment control over certain securities owned in the Separate Account. In connection with the Distribution, CCM and the client owner of the Separate Account amended the investment management account (the "Investment Management Account Amendment") to eliminate voting and dispositive authority over 56,000 shares of Series A Preferred Stock of UTI. As a result, the Reporting Persons disclaim beneficial ownership of such securities. Pursuant to the Investment Management Account Amendment, CCM retains voting and dispositive authority over 75,320 shares of Series A Preferred Stock of UTI held in the Separate Account.

F6 · derivative.expiration_date: (Continued from Footnote 5) Following the Distributions and the Investment Management Account Amendment, Mr. Gray and his trusts held 10,162 Preferred Shares; Mr. Shackleton and his trusts held 10,162 Preferred Shares; CCP held 349,300 Preferred Shares and the Separate Account held 75,320 Preferred Shares that are reported herein.

F7 · derivative.expiration_date: (Continued from Footnote 6) The Board of Directors of the Issuer has determined that, following the Distributions, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into common stock provided that the number of shares of common stock issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of shares of common stock outstanding on an as converted basis on the date of the Distributions, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any shares of common stock issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the common stock on the date of the Distributions (the foregoing limitations, the "Continuing Caps").

F8 · derivative.expiration_date: (Continued from Footnote 7) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons in the Distributions to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Company's common stock and voting power as of the date of the Distributions.. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time.

F2 · ownership.nature: When issued, the Series A Preferred Stock was immediately exercisable with respect to 1,214,791 shares of the Issuer's common stock (the "Common Shares"). The Series A Preferred Stock was convertible into 19,806,230 additional Common Shares only after Regulatory Approval (as such term is defined in the Certificate of Designations of the Series A Preferred Stock) has been obtained. The Series A Preferred Stock has no expiration date.

F3 · ownership.nature: (Continued from Footnote 2) On September 14, 2020, Coliseum Holdings I LLC ("CHI"), the record owner of all 700,000 shares of Series A Preferred Stock of UTI (the "Preferred Shares") distributed the Preferred Shares to its four members, (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC" and, together with CCP and CCP2, the "Funds") and (d) a separate account investment advisory client of CCM (the "Separate Account").

F4 · ownership.nature: (Continued from Footnote 3) Following this distribution, CCP2 and CCC distributed the Preferred Shares they received to their respective limited partners. We refer to these distributions as the "Distributions." Mr. Gray and his spouse, trusts established for the benefit of Mr. Gray's descendants, Mr. Shackleton, and trusts established for the benefit of Mr. Shackleton's descendants received Preferred Shares from each of CCP2 and CCC in their capacities as limited partners thereof.

F5 · ownership.nature: (Continued from Footnote 4) Prior to the Distributions, CCM had voting and investment control over certain securities owned in the Separate Account. In connection with the Distribution, CCM and the client owner of the Separate Account amended the investment management account (the "Investment Management Account Amendment") to eliminate voting and dispositive authority over 56,000 shares of Series A Preferred Stock of UTI. As a result, the Reporting Persons disclaim beneficial ownership of such securities. Pursuant to the Investment Management Account Amendment, CCM retains voting and dispositive authority over 75,320 shares of Series A Preferred Stock of UTI held in the Separate Account.

F6 · ownership.nature: (Continued from Footnote 5) Following the Distributions and the Investment Management Account Amendment, Mr. Gray and his trusts held 10,162 Preferred Shares; Mr. Shackleton and his trusts held 10,162 Preferred Shares; CCP held 349,300 Preferred Shares and the Separate Account held 75,320 Preferred Shares that are reported herein.

F7 · ownership.nature: (Continued from Footnote 6) The Board of Directors of the Issuer has determined that, following the Distributions, as to the shares of Series A Preferred Stock held by the Reporting Persons, no Regulatory Approval is required prior to the Reporting Persons (A) converting a number of shares of Series A Preferred Stock into common stock provided that the number of shares of common stock issued pursuant to such conversion, in the aggregate, is less than or equal to 9.9% of the number of shares of common stock outstanding on an as converted basis on the date of the Distributions, and (B) voting a number of shares of Series A Preferred Stock provided that the voting power of such shares of Series A Preferred Stock and any shares of common stock issued upon conversion of such shares of Series A Preferred Stock is less than or equal to 9.9% of the voting power of the common stock on the date of the Distributions (the foregoing limitations, the "Continuing Caps").

F8 · ownership.nature: (Continued from Footnote 7) Regulatory Approval will continue to be required for, and the Continuing Caps will remain in place with respect to, the shares of Series A Preferred Stock acquired by the Reporting Persons in the Distributions to the extent such shares, on an as converted basis, represent in excess of 9.9% of the Company's common stock and voting power as of the date of the Distributions.. The remaining shares of Series A Preferred Stock held by the Reporting Persons, which would be convertible into 8,052,142 Common Shares, remain subject to the Continuing Caps, and may not be converted or voted without receipt of Regulatory Approval or a further good faith determination by UTI that such Regulatory Approval is not required. The Reporting Persons have the right to request that such approval or a good faith determination that such approval is not required at any time.

F9 · ownership.nature: Following the Distributions, Mr. Gray and his trusts held 10,162 Preferred Shares; Mr. Shackleton and his trusts held 10,162 Preferred Shares; CCP held 349,300 Preferred Shares and the Separate Account held 75,320 Preferred Shares that are reported herein.

SEC source: 0000899243-20-024570 · doc4.xml · derivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 418 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On September 3, 2020, the Issuer elected to effect the conversion (the "Conversion") of all outstanding shares of its Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), pursuant to the certificate of designation for the Series A Preferred Stock (the "COD"). As a result of the Conversion, 167 shares of Series A Preferred Stock held by the Holders (defined below) were converted into shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") at the conversion rate of 2.507523 shares of Common Stock for each share of Series A Preferred Stock and cash-in-lieu of fractional shares.

F2 · derivative.exercise_price: The Conversion of 167 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 418 shares of Common Stock.

F2 · shares: The Conversion of 167 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 418 shares of Common Stock.

F2 · price: The Conversion of 167 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 418 shares of Common Stock.

F6 · derivative.exercise_date: Pursuant to the COD, each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015, of which 369,120 shares of Series A Preferred Stock were converted in to Common Stock on 6/11/2020, and an additional 369,120 shares of Series A Preferred Stock were purchased by the Issuer on 6/11/2020. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD).

F6 · derivative.expiration_date: Pursuant to the COD, each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015, of which 369,120 shares of Series A Preferred Stock were converted in to Common Stock on 6/11/2020, and an additional 369,120 shares of Series A Preferred Stock were purchased by the Issuer on 6/11/2020. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD).

F7 · balance_after: The Conversion of shares of Series A Preferred Stock, as described in footnote (1) above, occurred after the sale of shares of Series A Preferred Stock by the Holders, as described in footnote (5) above.

F3 · ownership.nature: The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP, CCP2, CCC, the "Holders").

F4 · ownership.nature: Christopher Shackelton ("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 securities held by the CCP, CCP2, CCC 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, CCP2 and CCC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F8 · ownership.nature: Following the transactions reported herein, CCP, CCP2, CCC and the Separate Account no longer directly beneficially own any shares of Series A Preferred Stock. Further, CCP, CCP2, CCC and the Separate Account directly beneficially owned the Common Stock as follows: 877,795; 261,300; 253,021; and 402,960 shares, respectively.

SEC source: 0000899243-20-024570 · doc4.xml · derivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 167

Underlying: Common Stock · 68,979 shares

Expires not disclosed

F5 · derivative.exercise_price: In accordance with that certain Preferred Stock Conversion Agreement, dated June 8, 2020 (as amended by that certain Amendment to Preferred Stock Conversion Agreement, dated as of September 2, 2020, the "Conversion Agreement"), immediately prior to the Conversion, the Issuer repurchased 27,509 shares of Series A Preferred Stock held by the Holders in the aggregate for (i) a cash amount equal to $209.88 per share of Series A Preferred Stock plus (ii) a cash amount equal to accrued but unpaid dividends on such shares through the day prior to September 3, 2020.

F5 · price: In accordance with that certain Preferred Stock Conversion Agreement, dated June 8, 2020 (as amended by that certain Amendment to Preferred Stock Conversion Agreement, dated as of September 2, 2020, the "Conversion Agreement"), immediately prior to the Conversion, the Issuer repurchased 27,509 shares of Series A Preferred Stock held by the Holders in the aggregate for (i) a cash amount equal to $209.88 per share of Series A Preferred Stock plus (ii) a cash amount equal to accrued but unpaid dividends on such shares through the day prior to September 3, 2020.

F6 · derivative.exercise_date: Pursuant to the COD, each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015, of which 369,120 shares of Series A Preferred Stock were converted in to Common Stock on 6/11/2020, and an additional 369,120 shares of Series A Preferred Stock were purchased by the Issuer on 6/11/2020. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD).

F6 · derivative.expiration_date: Pursuant to the COD, each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015, of which 369,120 shares of Series A Preferred Stock were converted in to Common Stock on 6/11/2020, and an additional 369,120 shares of Series A Preferred Stock were purchased by the Issuer on 6/11/2020. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD).

F3 · ownership.nature: The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP, CCP2, CCC, the "Holders").

F4 · ownership.nature: Christopher Shackelton ("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 securities held by the CCP, CCP2, CCC 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, CCP2 and CCC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-024570 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,795,076

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: On September 3, 2020, the Issuer elected to effect the conversion (the "Conversion") of all outstanding shares of its Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), pursuant to the certificate of designation for the Series A Preferred Stock (the "COD"). As a result of the Conversion, 167 shares of Series A Preferred Stock held by the Holders (defined below) were converted into shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") at the conversion rate of 2.507523 shares of Common Stock for each share of Series A Preferred Stock and cash-in-lieu of fractional shares.

F2 · shares: The Conversion of 167 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 418 shares of Common Stock.

F1 · price: On September 3, 2020, the Issuer elected to effect the conversion (the "Conversion") of all outstanding shares of its Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), pursuant to the certificate of designation for the Series A Preferred Stock (the "COD"). As a result of the Conversion, 167 shares of Series A Preferred Stock held by the Holders (defined below) were converted into shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") at the conversion rate of 2.507523 shares of Common Stock for each share of Series A Preferred Stock and cash-in-lieu of fractional shares.

F2 · price: The Conversion of 167 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 418 shares of Common Stock.

F3 · ownership.nature: The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP, CCP2, CCC, the "Holders").

F4 · ownership.nature: Christopher Shackelton ("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 securities held by the CCP, CCP2, CCC 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, CCP2 and CCC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-016444 · doc4.xml · derivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 27,676

Underlying: Common Stock · 925,567 shares

Expires not disclosed

F7 · derivative.exercise_price: Pursuant to the Conversion Agreement, the Issuer agreed to purchase 369,120 shares of Series A Preferred Stock held by the Holders in the aggregate, in exchange for (i) $209.88 in cash per share of Series A Preferred Stock, plus (ii) a cash amount equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020.

F7 · price: Pursuant to the Conversion Agreement, the Issuer agreed to purchase 369,120 shares of Series A Preferred Stock held by the Holders in the aggregate, in exchange for (i) $209.88 in cash per share of Series A Preferred Stock, plus (ii) a cash amount equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020.

F5 · derivative.exercise_date: Pursuant to the certificate of designation for the Series A Preferred Stock (the "COD"), each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD).

F5 · derivative.expiration_date: Pursuant to the certificate of designation for the Series A Preferred Stock (the "COD"), each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD).

F3 · ownership.nature: The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP, CCP2, CCC, the "Holders").

F4 · ownership.nature: Christopher Shackelton ("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 securities held by the CCP, CCP2, CCC 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, CCP2 and CCC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F8 · ownership.nature: Following the transactions reported herein, CCP, CCP2, CCC and the Separate Account directly beneficially owned the Series A Preferred Stock as follows: 14,877; 2,428; 7,553 and 2,818 shares, respectively. Further, CCP, CCP2, CCC and the Separate Account directly beneficially owned the Common Stock, not including the Series A Preferred Stock as converted, as follows: 877,795; 261,300; 252,603; and 402,960 shares, respectively.

SEC source: 0000899243-20-016444 · doc4.xml · derivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 396,796

Underlying: Common Stock · 925,567 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: 369,120 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), held by the Holders (defined below) were converted pursuant to a Preferred Stock Conversion Agreement, dated June 8, 2020 (the "Conversion Agreement"), in which the Holders agreed to convert 369,120 shares of Series A Preferred Stock into (i) 2.5075 shares of common stock, par value $0.001 per share, of Issuer ("Common Stock") for each share of Series A Preferred Stock, plus (ii) a cash payment equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020, plus (iii) a cash payment of $8.82 per share of Series A Preferred Stock.

F2 · derivative.exercise_price: The conversion of 369,120 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 925,567 shares of Common Stock.

F2 · shares: The conversion of 369,120 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 925,567 shares of Common Stock.

F2 · price: The conversion of 369,120 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 925,567 shares of Common Stock.

F5 · derivative.exercise_date: Pursuant to the certificate of designation for the Series A Preferred Stock (the "COD"), each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD).

F5 · derivative.expiration_date: Pursuant to the certificate of designation for the Series A Preferred Stock (the "COD"), each share of Series A Preferred Stock held by the Holders will be convertible, at the option of the Holders, into shares of Common Stock. The Holders acquired 91,800 shares of Series A Preferred Stock on 2/02/2015, 524,116 shares of Series A Preferred Stock on 2/11/2015, and 150,000 shares of Series A Preferred Stock on 3/12/2015. The Series A Preferred Stock has no expiration date, except upon the occurrence of a Change of Control (as defined in the COD).

F6 · balance_after: Assumes that the conversion of shares of Series A Preferred Stock, as described in footnote (1) above, occurred before the sale of shares of Series A Preferred Stock by the Holders, as described in footnote (7) below.

F3 · ownership.nature: The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP, CCP2, CCC, the "Holders").

F4 · ownership.nature: Christopher Shackelton ("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 securities held by the CCP, CCP2, CCC 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, CCP2 and CCC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-016444 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,794,658

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: 369,120 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), held by the Holders (defined below) were converted pursuant to a Preferred Stock Conversion Agreement, dated June 8, 2020 (the "Conversion Agreement"), in which the Holders agreed to convert 369,120 shares of Series A Preferred Stock into (i) 2.5075 shares of common stock, par value $0.001 per share, of Issuer ("Common Stock") for each share of Series A Preferred Stock, plus (ii) a cash payment equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020, plus (iii) a cash payment of $8.82 per share of Series A Preferred Stock.

F2 · shares: The conversion of 369,120 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 925,567 shares of Common Stock.

F1 · price: 369,120 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), held by the Holders (defined below) were converted pursuant to a Preferred Stock Conversion Agreement, dated June 8, 2020 (the "Conversion Agreement"), in which the Holders agreed to convert 369,120 shares of Series A Preferred Stock into (i) 2.5075 shares of common stock, par value $0.001 per share, of Issuer ("Common Stock") for each share of Series A Preferred Stock, plus (ii) a cash payment equal to accrued but unpaid dividends on such shares of Series A Preferred Stock through the day prior to June 11, 2020, plus (iii) a cash payment of $8.82 per share of Series A Preferred Stock.

F2 · price: The conversion of 369,120 shares of Series A Preferred Stock is reported for purposes of Form 4 as the disposition of the Series A Preferred Stock and the acquisition of the underlying 925,567 shares of Common Stock.

F3 · ownership.nature: The Common Stock is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, (c) Coliseum Capital Co-Invest, L.P. ("CCC"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (d) a separate account investment advisory client of CCM (the "Separate Account"; collectively with CCP, CCP2, CCC, the "Holders").

F4 · ownership.nature: Christopher Shackelton ("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 securities held by the CCP, CCP2, CCC 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, CCP2 and CCC. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-014228 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Coliseum Holdings I, LLC · CIK 0001678188 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.87 to $7.19, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: These securities were beneficially owned solely by Christopher Shackelton ("Shackelton") and consist of (a) 2,400 shares held directly by Shackelton, (b) 28,875 shares held by Shackelton's spouse and (c) 10,200 shares held by trusts for the benefit of Shackelton's descendants.

SEC source: 0000899243-20-007180 · doc4.xml · derivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 1,033 shares

Expires 2020-03-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phantom stock that vested on March 3, 2020 was calculated based on the fair market value of the Common Stock equal to $61.51, which was the closing price of the Common Stock on March 3, 2020.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phantom stock that vested on March 3, 2020 was calculated based on the fair market value of the Common Stock equal to $61.51, which was the closing price of the Common Stock on March 3, 2020.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-007180 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 869,091

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phantom stock that vested on March 3, 2020 was calculated based on the fair market value of the Common Stock equal to $61.51, which was the closing price of the Common Stock on March 3, 2020.

F2 · shares: The cash settlement of 1,033 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phantom stock that vested on March 3, 2020 was calculated based on the fair market value of the Common Stock equal to $61.51, which was the closing price of the Common Stock on March 3, 2020.

F2 · price: The cash settlement of 1,033 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F4 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F5 · ownership.nature: Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 380,292; 180,095; 308,704; and 0 shares of Common Stock, respectively.

SEC source: 0000899243-20-007180 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 870,124

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phantom stock that vested on March 3, 2020 was calculated based on the fair market value of the Common Stock equal to $61.51, which was the closing price of the Common Stock on March 3, 2020.

F2 · shares: The cash settlement of 1,033 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phantom stock that vested on March 3, 2020 was calculated based on the fair market value of the Common Stock equal to $61.51, which was the closing price of the Common Stock on March 3, 2020.

F2 · price: The cash settlement of 1,033 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F4 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-004884 · doc4.xml · derivative · entry 7

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 672 shares

Expires 2020-02-16

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-004884 · doc4.xml · nonDerivative · entry 4

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 869,091

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F2 · shares: The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F2 · price: The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F5 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F6 · ownership.nature: Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 380,292; 180,095; 308,704; and 0 shares of Common Stock, respectively.

SEC source: 0000899243-20-004884 · doc4.xml · nonDerivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 869,763

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F2 · shares: The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F2 · price: The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F5 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-004884 · doc4.xml · derivative · entry 6

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 619 shares

Expires 2020-02-14

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-004884 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 869,091

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F2 · shares: The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F2 · price: The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F5 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F6 · ownership.nature: Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 380,292; 180,095; 308,704; and 0 shares of Common Stock, respectively.

SEC source: 0000899243-20-004884 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 869,710

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F2 · shares: The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F2 · price: The cash settlement of 619 shares of phantom stock and 672 shares of phantom stock, respectively, are each reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F5 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-20-004884 · doc4.xml · derivative · entry 5

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,952

Underlying: Common Stock · 1,952 shares

Expires not disclosed

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock, $0.001 par value (the "Common Stock"), of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 14, 2020 was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020. The cash payment with respect to the phanton stock that vested on February 16, 2020 (a Sunday) was calculated based on the fair market value of the Common Stock equal to $68.75, which was the closing price of the Common Stock on February 14, 2020.

F4 · derivative.exercise_date: These securities vest on February 13, 2021.

F4 · derivative.expiration_date: These securities vest on February 13, 2021.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-19-029599 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · 10% owner

Coliseum Holdings I, LLC · CIK 0001678188 · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · 10% owner

Gray Adam · CIK 0001454123 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 0

F1 · kind: Sale of shares pursuant to an underwritten registered public offering.

F2 · ownership.nature: These securities sold were held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. 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.

F6 · ownership.nature: Following the transactions reported herein, CCP, CCP2 and the Separate Account each directly owned 0 shares of common stock.

SEC source: 0000899243-19-027288 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 869,091

F1 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F2 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F3 · ownership.nature: Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 380,292; 180,095; 308,704; and 0 shares of Common Stock, respectively.

SEC source: 0000899243-19-007974 · doc4.xml · derivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 1,120 shares

Expires 2019-03-14

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $62.75.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $62.75.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-19-007974 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,224,557

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $62.75.

F2 · shares: The cash settlement of 1,120 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $62.75.

F2 · price: The cash settlement of 1,120 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F4 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F5 · ownership.nature: Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 625,591; 207,475; 391,491; and 0 shares of Common Stock, respectively.

SEC source: 0000899243-19-007974 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,225,677

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $62.75.

F2 · shares: The cash settlement of 1,120 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $62.75.

F2 · price: The cash settlement of 1,120 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F4 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-19-006092 · doc4.xml · derivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 1,032 shares

Expires 2019-03-03

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $69.50 based on the closing price of the Common Stock on March 1, 2019.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $69.50 based on the closing price of the Common Stock on March 1, 2019.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-19-006092 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,224,557

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $69.50 based on the closing price of the Common Stock on March 1, 2019.

F2 · shares: The cash settlement of 1,032 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $69.50 based on the closing price of the Common Stock on March 1, 2019.

F2 · price: The cash settlement of 1,032 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F4 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F5 · ownership.nature: Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 625,591; 207,475; 391,491; and 0 shares of Common Stock, respectively.

SEC source: 0000899243-19-006092 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,225,589

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $69.50 based on the closing price of the Common Stock on March 1, 2019.

F2 · shares: The cash settlement of 1,032 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $69.50 based on the closing price of the Common Stock on March 1, 2019.

F2 · price: The cash settlement of 1,032 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F4 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-19-004146 · doc4.xml · derivative · entry 4

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 673 shares

Expires 2019-02-16

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 16, 2019 was calculated based on the fair market value of the Common Stock on February 16, 2019 (a Saturday) of $73.09 based on the closing price of the Common Stock on February 15, 2019.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 16, 2019 was calculated based on the fair market value of the Common Stock on February 16, 2019 (a Saturday) of $73.09 based on the closing price of the Common Stock on February 15, 2019.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-19-004146 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,224,557

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 16, 2019 was calculated based on the fair market value of the Common Stock on February 16, 2019 (a Saturday) of $73.09 based on the closing price of the Common Stock on February 15, 2019.

F2 · shares: The cash settlement of 673 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 16, 2019 was calculated based on the fair market value of the Common Stock on February 16, 2019 (a Saturday) of $73.09 based on the closing price of the Common Stock on February 15, 2019.

F2 · price: The cash settlement of 673 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F5 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F6 · ownership.nature: Following the transactions reported herein, CCP, CCP2, the Separate Account and CCC directly owned 625,591; 207,475; 391,491; and 0 shares of Common Stock, respectively.

SEC source: 0000899243-19-004146 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,225,230

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · shares: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 16, 2019 was calculated based on the fair market value of the Common Stock on February 16, 2019 (a Saturday) of $73.09 based on the closing price of the Common Stock on February 15, 2019.

F2 · shares: The cash settlement of 673 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · shares: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 16, 2019 was calculated based on the fair market value of the Common Stock on February 16, 2019 (a Saturday) of $73.09 based on the closing price of the Common Stock on February 15, 2019.

F2 · price: The cash settlement of 673 shares of phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.

F5 · ownership.nature: 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 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, CCM and CCC disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-19-004146 · doc4.xml · derivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,857

Underlying: Common Stock · 1,857 shares

Expires not disclosed

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 16, 2019 was calculated based on the fair market value of the Common Stock on February 16, 2019 (a Saturday) of $73.09 based on the closing price of the Common Stock on February 15, 2019.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date. The cash payment with respect to the phanton stock that vested on February 16, 2019 was calculated based on the fair market value of the Common Stock on February 16, 2019 (a Saturday) of $73.09 based on the closing price of the Common Stock on February 15, 2019.

F4 · derivative.exercise_date: These securities vest in three equal annual installments beginning on February 14, 2020.

F4 · derivative.expiration_date: These securities vest in three equal annual installments beginning on February 14, 2020.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-016279 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,224,557

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.57 to $76.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F4 · ownership.nature: Following the transactions reported herein, CCP, CCP2, and the Separate Account directly owned 625,591; 207,475; 391,491 shares of Common Stock, respectively.

SEC source: 0000899243-18-015458 · doc4.xml · nonDerivative · entry 4

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,259,591

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.51 to $74.52, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F7 · ownership.nature: Following the transactions reported herein, CCP, CCP2, and the Separate Account directly owned 648,244; 211,191; 400,156 shares of Common Stock, respectively.

SEC source: 0000899243-18-015458 · doc4.xml · nonDerivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,259,792

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.50 to $74.49, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-015458 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,319,301

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-015458 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,327,443

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-014793 · doc4.xml · nonDerivative · entry 8

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,418,156

F10 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F11 · ownership.nature: Following the transactions reported herein, CCP, CCP2, and the Separate Account directly owned 750,954; 227,817; 439,385 shares of Common Stock, respectively.

SEC source: 0000899243-18-014793 · doc4.xml · nonDerivative · entry 7

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,422,456

F9 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.99, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-014793 · doc4.xml · nonDerivative · entry 6

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,471,365

F8 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.97, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-014793 · doc4.xml · nonDerivative · entry 5

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,478,365

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.01 to $74.00, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-014793 · doc4.xml · nonDerivative · entry 4

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,483,265

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.80, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-014793 · doc4.xml · nonDerivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,510,726

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.00 to $75.64, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-014793 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,514,584

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.92, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-014793 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,552,626

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $73.00 to $73.94, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

SEC source: 0000899243-18-014487 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,595,191

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.25, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.

F4 · ownership.nature: Following the transactions reported herein, CCP, CCP2, and the Separate Account directly owned 865,633; 246,413; 483,145 shares of Common Stock, respectively.

SEC source: 0000899243-18-013939 · doc4.xml · nonDerivative · entry 4

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,598,232

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.18, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC") is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein

F7 · ownership.nature: Following the transactions reported herein, CCP, CCP2, and the Separate Account directly owned 867,602; 246,732; 483,898 shares of Common Stock, respectively.

SEC source: 0000899243-18-013939 · doc4.xml · nonDerivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,604,432

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.00 to $74.78, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC") is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein

SEC source: 0000899243-18-013939 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,614,432

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.75 to $75.04, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC") is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein

SEC source: 0000899243-18-013939 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnotes

Disclosed balance after: 1,624,655

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.50 to $75.37, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The Common Stock (the "Common Stock") is held directly by (a) Coliseum Capital Partners, L.P. ("CCP"), an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC") is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of and have an ownership interest in each of CC and CCM. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, the Separate Account and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein

SEC source: 0000899243-18-008114 · doc4.xml · derivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · Director · 10% owner

Coliseum Capital, LLC · CIK 0001409585 · Director · 10% owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Director · 10% owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Director · 10% owner

Gray Adam · CIK 0001454123 · Director · 10% owner

Coliseum Capital Co-Invest, L.P. · CIK 0001572285 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 0

Underlying: Common Stock · 1,334 shares

Expires 2018-03-18

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $69.73 based on the closing price of the Common Stock on March 16, 2018.

F1 · price: Each share of phantom stock is the economic equivalent of one share of the common stock (the "Common Stock") of The Providence Service Corporation (the "Issuer"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock as of such payment date, which was $69.73 based on the closing price of the Common Stock on March 16, 2018.

F3 · ownership.nature: The phantom stock was 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. Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in CC and may be deemed to have an indirect pecuniary interest in the phantom stock held by CCP due to CC's right to receive performance-related fees from CCP. Each of Shackelton, Gray, CC, CCM, CCP, CCP2, and Coliseum Capital Co-Invest, L.P. ("CCC") disclaims beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.