Coliseum Capital, LLC

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: 0000899243-20-030657 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · Director · 10% owner

Coliseum Capital Co-Invest III, L.P. · CIK 0001807345 · 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 Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 1,422,139 shares

Expires 2023-02-02

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.

F2 · derivative.exercise_price: On November 9, 2020, the reporting persons exercised warrants that were purchased in the open market (the "Public Warrants") in exchange for common stock, with each Public Warrant providing the right to purchase one-half share of Common Stock per Public Warrant at a price of $11.50 per whole share. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition.

F3 · derivative.exercise_price: The number of shares issuable upon a cashless exercise is determined, in accordance with Section 3.3.1(b) of the Warrant Agreement, dated as of July 29, 2015, by and between Global Partner Acquisition Corp. and Continental Stock Transfer & Trust Company, by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. For this purpose, the "Fair Market Value" is equal to the average last sale price of the Issuer's Common Stock for the ten (10) trading days ending on the third trading day prior to October 27, 2020. The Issuer has calculated the Fair Market Value to be $30.48.

F4 · ownership.nature: The Common Stock is held directly by (a) 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 Co-Invest III, L.P. ("CCC III" 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) the Separate Account.

F5 · 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, COC, CCC III, 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, CCC III and the Separate Account directly owned 8,776,606, 1,734,476 and 3,017,703 shares of Common Stock, respectively.

SEC source: 0000899243-20-030657 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · Director · 10% owner

Coliseum Capital Co-Invest III, L.P. · CIK 0001807345 · 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 Footnotes

Disclosed balance after: 13,528,785

F2 · kind: On November 9, 2020, the reporting persons exercised warrants that were purchased in the open market (the "Public Warrants") in exchange for common stock, with each Public Warrant providing the right to purchase one-half share of Common Stock per Public Warrant at a price of $11.50 per whole share. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition.

F3 · price: The number of shares issuable upon a cashless exercise is determined, in accordance with Section 3.3.1(b) of the Warrant Agreement, dated as of July 29, 2015, by and between Global Partner Acquisition Corp. and Continental Stock Transfer & Trust Company, by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants multiplied by the difference between $11.50 and the Fair Market Value by (y) the Fair Market Value. For this purpose, the "Fair Market Value" is equal to the average last sale price of the Issuer's Common Stock for the ten (10) trading days ending on the third trading day prior to October 27, 2020. The Issuer has calculated the Fair Market Value to be $30.48.

F4 · ownership.nature: The Common Stock is held directly by (a) 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 Co-Invest III, L.P. ("CCC III" 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) the Separate Account.

F5 · 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, COC, CCC III, 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, CCC III and the Separate Account directly owned 8,776,606, 1,734,476 and 3,017,703 shares of Common Stock, respectively.

SEC source: 0000899243-20-030657 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · Director · 10% owner

Coliseum Capital Co-Invest III, L.P. · CIK 0001807345 · 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 Footnotes

Disclosed balance after: 14,065,345

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.

F2 · kind: On November 9, 2020, the reporting persons exercised warrants that were purchased in the open market (the "Public Warrants") in exchange for common stock, with each Public Warrant providing the right to purchase one-half share of Common Stock per Public Warrant at a price of $11.50 per whole share. The disposition of Common Stock in connection with the cashless exercise was exempted pursuant to Rule 16b-3 of the Securities Exchange Act of 1934, as amended, by resolution of the board of directors of the Issuer prior to the disposition.

F4 · ownership.nature: The Common Stock is held directly by (a) 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 Co-Invest III, L.P. ("CCC III" 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) the Separate Account.

F5 · 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, COC, CCC III, 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, CCC III and the Separate Account directly owned 8,776,606, 1,734,476 and 3,017,703 shares of Common Stock, respectively.

SEC source: 0000899243-20-030657 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · Director · 10% owner

Coliseum Capital Co-Invest III, L.P. · CIK 0001807345 · 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 Footnotes

Disclosed balance after: 0

Underlying: Common Stock · 2,613,240 shares

Expires 2024-02-26

F1 · derivative.exercise_price: On November 5, 2020, the reporting persons exercised warrants on a cashless basis in exchange for common stock, which were received in connection with the Amended and Restated Credit Agreement, dated as of February 26, 2019, by and among Purple Innovation, LLC (the "Issuer"), Coliseum Capital Partners, L.P. ("CCP"), a separate account investment advisory client of CCM (defined below) (the "Separate Account") and Coliseum Co-Invest Debt Fund, L.P. ("COC") (the "Incremental Loan Warrants"), with each Incremental Loan Warrant providing the right to purchase one share of the Common Stock per Incremental Loan Warrant at a price of $0.00 per share.

F4 · ownership.nature: The Common Stock is held directly by (a) 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 Co-Invest III, L.P. ("CCC III" 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) the Separate Account.

F5 · 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, COC, CCC III, 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, CCC III and the Separate Account directly owned 8,776,606, 1,734,476 and 3,017,703 shares of Common Stock, respectively.

SEC source: 0000899243-20-030657 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · Director · 10% owner

Coliseum Capital Co-Invest III, L.P. · CIK 0001807345 · 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 Footnotes

Disclosed balance after: 12,643,215

F1 · kind: On November 5, 2020, the reporting persons exercised warrants on a cashless basis in exchange for common stock, which were received in connection with the Amended and Restated Credit Agreement, dated as of February 26, 2019, by and among Purple Innovation, LLC (the "Issuer"), Coliseum Capital Partners, L.P. ("CCP"), a separate account investment advisory client of CCM (defined below) (the "Separate Account") and Coliseum Co-Invest Debt Fund, L.P. ("COC") (the "Incremental Loan Warrants"), with each Incremental Loan Warrant providing the right to purchase one share of the Common Stock per Incremental Loan Warrant at a price of $0.00 per share.

F4 · ownership.nature: The Common Stock is held directly by (a) 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 Co-Invest III, L.P. ("CCC III" 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) the Separate Account.

F5 · 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, COC, CCC III, 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, CCC III and the Separate Account directly owned 8,776,606, 1,734,476 and 3,017,703 shares of Common Stock, 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: 0000899243-20-017279 · doc4.xml · derivative · entry 1

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

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

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

Gray Adam · CIK 0001454123 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · 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: 31,000

Underlying: Common Stock, par value $0.0001 · 31,000 shares

Expires 2025-06-17

F1 · derivative.exercise_price: The option reported herein (the "Option") entitles the holder to purchase one share of the Issuer's common stock, par value $0.0001 ("Common Stock"), at a price of $7.91 per share. The Option was received by Coliseum Capital Partners, L.P. ("CCP") pursuant to an agreement (the "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.

F2 · derivative.exercise_date: Option shall vest in accordance with the following schedule: (i) 33% of the shares underlying the Option vests on June 17, 2021; (ii) 33% of the shares underlying the Option vests on June 17, 2022; and (iii) 34% of the shares underlying the Option vests on June 17, 2023.

F3 · derivative.expiration_date: The Option shall expire on June 17, 2025, which is the fifth anniversary of the grant date, or, if earlier, the date on which the Option is terminated or forfeited in accordance with the provisions of the Agreement.

F4 · ownership.nature: The Common Stock is held directly by (a) 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 and (b) a separate account investment advisory client of CCM (the "Separate Account").

F5 · ownership.nature: Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, 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 and the Separate Account directly owned 450,154 and 153,613 shares of Common Stock, respectively.

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: 0000899243-20-014024 · doc4.xml · nonDerivative · entry 1

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

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

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

Gray Adam · CIK 0001454123 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · 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: 610,014

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.43 to $5.00, 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 purchased at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The common stock, par value $0.0001 per share (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 and (b) 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, the Separate Account, CC and CCM 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 and the Separate Account directly owned 454,940 and 155,074 shares of Common Stock, respectively.

SEC source: 0000899243-20-013802 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · Director · 10% owner

Coliseum Capital Co-Invest III, L.P. · CIK 0001807345 · 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 Footnotes

Disclosed balance after: 10,029,975

F2 · kind: Purchase in an underwritten secondary offering.

F3 · shares: 1,734,476 of these shares are directly held by Coliseum Capital Co-Invest III, L.P. ("CCC III"), and have been disclosed on a separate Form 3 filed by CCC III on May 20, 2020.

F4 · ownership.nature: The Common Stock is held directly by (a) 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) CCC III (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").

F5 · ownership.nature: Christopher Shackelton ("Shackelton") and Gray are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, Coliseum Co-Invest Debt Fund, L.P. ("COC"), CCC III, 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, the Separate Account and CCC III directly owned 6,086,828, 2,208,671 and 1,734,476 shares of Common Stock, respectively.

SEC source: 0000899243-20-013802 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · Director · 10% owner

Coliseum Capital Co-Invest III, L.P. · CIK 0001807345 · 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 Footnotes

Disclosed balance after: 8,229,975

F1 · shares: The Common Stock was received by Adam Gray ("Gray") in connection with his service as a member of the board of directors of the Issuer. Gray has agreed that all equity awards he receives for serving as a director of the Issuer shall be issued to Coliseum Capital Partners, L.P. ("CCP").

F4 · ownership.nature: The Common Stock is held directly by (a) 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) CCC III (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").

F5 · ownership.nature: Christopher Shackelton ("Shackelton") and Gray are managers of and have an ownership interest in each of CCM and CC. Each of Shackelton, Gray, CCP, Coliseum Co-Invest Debt Fund, L.P. ("COC"), CCC III, 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, the Separate Account and CCC III directly owned 6,086,828, 2,208,671 and 1,734,476 shares of Common Stock, respectively.

SEC source: 0000899243-20-013680 · doc4.xml · nonDerivative · entry 1

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

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

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

Gray Adam · CIK 0001454123 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · 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: 603,767

F1 · ownership.nature: The common stock, par value $0.0001 per share (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 and (b) 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 CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM 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 and the Separate Account directly owned 450,154 and 153,613 shares of Common Stock, respectively.

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: 0000899243-19-029552 · doc4.xml · nonDerivative · entry 1

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

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

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

Gray Adam · CIK 0001454123 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · 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: 453,767

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.93 to $4.60, 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 purchased at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The common stock, par value $0.0001 per share (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 and (b) 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, the Separate Account, CC and CCM 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 and the Separate Account directly owned 335,302 and 118,465 shares of Common Stock, respectively.

SEC source: 0000899243-19-027584 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · 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 Footnotes

Disclosed balance after: 8,226,149

F1 · kind: Purchase in an underwritten registered public offering.

F2 · 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 and (b) 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, Coliseum Co-Invest Debt Fund, L.P. ("COC"), the Separate Account, CC and CCM 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 and the Separate Account directly owned 6,017,478 and 2,208,671 shares of Common Stock, respectively.

SEC source: 0000899243-19-027708 · doc4.xml · nonDerivative · entry 1

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

Coliseum Capital, LLC · CIK 0001409585 · 10% owner

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

Gray Adam · CIK 0001454123 · 10% owner

Shackelton Christopher S · CIK 0001430708 · 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: 4,331,871

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.90 to $3.05, 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 purchased at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The common stock, par value $0.01 per share ("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, and (b) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher S. 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, and CCP 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 and the Separate Account directly owned 3,156,315 and 1,175,556 shares of Common Stock, respectively.

SEC source: 0000899243-19-027527 · doc4.xml · nonDerivative · entry 1

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

Coliseum Capital, LLC · CIK 0001409585 · 10% owner

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

Gray Adam · CIK 0001454123 · 10% owner

Shackelton Christopher S · CIK 0001430708 · 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: 4,200,871

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.61 to $2.63, 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 purchased at each separate price within the range set forth in this footnote.

F2 · ownership.nature: The common stock, par value $0.01 per share ("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, and (b) a separate account investment advisory client of CCM (the "Separate Account").

F3 · ownership.nature: Christopher S. 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, and CCP 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 and the Separate Account directly owned 3,058,355 and 1,142,516 shares of Common Stock, respectively.

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: 0000899243-19-023133 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · 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 footnotes

Disclosed balance after: 6,226,149

F5 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.38 to $8.40, 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 purchased at each separate price within the range set forth in this footnote.

F2 · 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 and (b) 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, Coliseum Co-Invest Debt Fund, L.P. ("COC"), the Separate Account, CC and CCM 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 and the Separate Account directly owned 4,522,976 and 1,703,173 shares of Common Stock, respectively.

SEC source: 0000899243-19-023133 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · 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 footnotes

Disclosed balance after: 6,223,631

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.15 to $8.25, 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 purchased at each separate price within the range set forth in this footnote.

F2 · 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 and (b) 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, Coliseum Co-Invest Debt Fund, L.P. ("COC"), the Separate Account, CC and CCM 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 and the Separate Account directly owned 4,522,976 and 1,703,173 shares of Common Stock, respectively.

SEC source: 0000899243-19-022628 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · 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 footnotes

Disclosed balance after: 6,196,170

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.97 to $8.20, 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 purchased at each separate price within the range set forth in this footnote.

F2 · 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 and (b) 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, Coliseum Co-Invest Debt Fund, L.P. ("COC"), the Separate Account, CC and CCM 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 and the Separate Account directly owned 4,500,485 and 1,695,685 shares of Common Stock, respectively.

SEC source: 0000899243-19-022628 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · 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 footnotes

Disclosed balance after: 6,164,948

F2 · 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 and (b) 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, Coliseum Co-Invest Debt Fund, L.P. ("COC"), the Separate Account, CC and CCM 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 and the Separate Account directly owned 4,500,485 and 1,695,685 shares of Common Stock, respectively.

SEC source: 0000899243-19-022543 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · 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 footnotes

Disclosed balance after: 6,063,970

F3 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.85 to $8.00, inclusive.

F4 · 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 and (b) a separate account investment advisory client of CCM (the "Separate Account").

F5 · 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, Coliseum Co-Invest Debt Fund, L.P. ("COC"), 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 and the Separate Account directly owned 4,401,454 and 1,662,516 shares of Common Stock, respectively.

SEC source: 0000899243-19-022543 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · 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 footnotes

Disclosed balance after: 6,026,103

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.38 to $8.00, inclusive.

F4 · 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 and (b) a separate account investment advisory client of CCM (the "Separate Account").

F5 · 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, Coliseum Co-Invest Debt Fund, L.P. ("COC"), 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 and the Separate Account directly owned 4,401,454 and 1,662,516 shares of Common Stock, respectively.

SEC source: 0000899243-19-022543 · 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 Co-Invest Debt Fund, L.P. · CIK 0001670736 · 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 footnotes

Disclosed balance after: 5,991,103

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.00 to $7.35, 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 purchased at each separate price within the range set forth in footnotes (1), (2) and (3) to this Form 4.

F4 · 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 and (b) a separate account investment advisory client of CCM (the "Separate Account").

F5 · 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, Coliseum Co-Invest Debt Fund, L.P. ("COC"), 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 and the Separate Account directly owned 4,401,454 and 1,662,516 shares of Common Stock, respectively.

SEC source: 0000899243-19-021368 · doc4.xml · derivative · entry 7

Coliseum Capital Management, LLC · CIK 0001409751 · Former Director & 10% Owner

Shackelton Christopher S · CIK 0001430708 · Former Director & 10% Owner

Coliseum Capital, LLC · CIK 0001409585 · Former Director & 10% Owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Former Director & 10% Owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Former Director & 10% Owner

Gray Adam · CIK 0001454123 · Former 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 · 18,905 shares

Expires 2019-08-06

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.

F6 · derivative.exercise_price: Each cash-settled restricted stock unit ("Cash-Settled RSU") is the economic equivalent of one share of Common Stock. Each vested Cash-Settled RSU is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the vesting date based on the closing market price of the Common Stock on such date, or if no such closing market price is available on such date, for the immediately preceding business day. The cash settlement of the Cash-Settled RSUs is reported for purposes of Form 4 as the disposition of the Cash-Settled RSU and a simultaneous acquisition and disposition of the underlying Common Stock.

F6 · price: Each cash-settled restricted stock unit ("Cash-Settled RSU") is the economic equivalent of one share of Common Stock. Each vested Cash-Settled RSU is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the vesting date based on the closing market price of the Common Stock on such date, or if no such closing market price is available on such date, for the immediately preceding business day. The cash settlement of the Cash-Settled RSUs is reported for purposes of Form 4 as the disposition of the Cash-Settled RSU and a simultaneous acquisition and disposition of the underlying Common Stock.

F7 · price: The Cash-Settled RSUs vested upon the consummation of the Merger, on which date the fair market value of a share of Common Stock was equal to $2.67, which was the closing market price of the Common Stock on August 6, 2019.

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 shares held by the Funds 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 the Funds. 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.

F8 · ownership.nature: The Cash-Settled RSUs were granted on June 3, 2019 under the Issuer's 2018 Equity Incentive Plan. These securities were received by Shackelton in connection with his service as a member of the board of directors of the Issuer. Shackelton has agreed that all equity awards he receives for serving as a director of the Issuer shall be issued to CCP.

F9 · ownership.nature: Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 2,159,891; 483,043; and 822,678 shares of Common Stock, respectively.

SEC source: 0000899243-19-021368 · doc4.xml · derivative · entry 6

Coliseum Capital Management, LLC · CIK 0001409751 · Former Director & 10% Owner

Shackelton Christopher S · CIK 0001430708 · Former Director & 10% Owner

Coliseum Capital, LLC · CIK 0001409585 · Former Director & 10% Owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Former Director & 10% Owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Former Director & 10% Owner

Gray Adam · CIK 0001454123 · Former 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 · 1,549,321 shares

Expires 2019-08-06

F5 · derivative.exercise_price: In connection with the Merger, the Issuer entered into a Preferred Stock Repurchase Agreement, dated as of March 14, 2019, with CCP, CCP2, and the Separate Account, pursuant to which the Issuer repurchased from CCP, CCP2 and the Separate Account all 614,177 of the issued and outstanding Issuer's Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), for (i) a cash payment of $121,621,792.90, which is equal to 120% of the liquidation preference (as defined in the Certificate of Designations of Series C Preferred Stock) per share of Series C Preferred Stock, determined as of the date of the repurchase closing (including any dividends accrued through such date), which liquidation preference value was $165.020, and (ii) 1,549,321 shares of Common Stock, which is equal to 2.5226 fully paid, validly issued, and non-assessable shares of Common Stock per share of Series C Preferred Stock.

F5 · price: In connection with the Merger, the Issuer entered into a Preferred Stock Repurchase Agreement, dated as of March 14, 2019, with CCP, CCP2, and the Separate Account, pursuant to which the Issuer repurchased from CCP, CCP2 and the Separate Account all 614,177 of the issued and outstanding Issuer's Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), for (i) a cash payment of $121,621,792.90, which is equal to 120% of the liquidation preference (as defined in the Certificate of Designations of Series C Preferred Stock) per share of Series C Preferred Stock, determined as of the date of the repurchase closing (including any dividends accrued through such date), which liquidation preference value was $165.020, and (ii) 1,549,321 shares of Common Stock, which is equal to 2.5226 fully paid, validly issued, and non-assessable shares of Common Stock per share of Series C Preferred Stock.

F5 · derivative.underlying_shares: In connection with the Merger, the Issuer entered into a Preferred Stock Repurchase Agreement, dated as of March 14, 2019, with CCP, CCP2, and the Separate Account, pursuant to which the Issuer repurchased from CCP, CCP2 and the Separate Account all 614,177 of the issued and outstanding Issuer's Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), for (i) a cash payment of $121,621,792.90, which is equal to 120% of the liquidation preference (as defined in the Certificate of Designations of Series C Preferred Stock) per share of Series C Preferred Stock, determined as of the date of the repurchase closing (including any dividends accrued through such date), which liquidation preference value was $165.020, and (ii) 1,549,321 shares of Common Stock, which is equal to 2.5226 fully paid, validly issued, and non-assessable shares of Common Stock per share of Series C Preferred Stock.

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 shares held by the Funds 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 the Funds. 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.

SEC source: 0000899243-19-021368 · doc4.xml · derivative · entry 5

Coliseum Capital Management, LLC · CIK 0001409751 · Former Director & 10% Owner

Shackelton Christopher S · CIK 0001430708 · Former Director & 10% Owner

Coliseum Capital, LLC · CIK 0001409585 · Former Director & 10% Owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Former Director & 10% Owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Former Director & 10% Owner

Gray Adam · CIK 0001454123 · Former 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 · 27,300 shares

Expires 2019-08-06

F1 · derivative.exercise_price: Pursuant to the Issuer's amendment to the Certificate of Designations of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), immediately following the effectiveness of the Issuer's merger transaction with HC Group Holdings I, LLC, a Delaware limited liability company, and HC Group Holdings II, Inc., a Delaware corporation, which merger transaction became effect on August 6, 2019 (the "Merger"), (i) four one-hundredths (4/100) of each share of the 10,823 shares of Series A Preferred Stock held by Coliseum Capital Partners, L.P. ("CCP"), Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds"), and a separate account investment advisory client (the "Separate Account") of Coliseum Capital Management, LLC ("CCM") converted into 2.5226 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"),

F2 · derivative.exercise_price: (Continued from footnote 1) resulting in an aggregate of 27,300 shares of Common Stock being issued to the Funds and the Separate Account, and (ii) the remaining portion of each share of the 10,823 shares of Series A Preferred Stock held by CCP, CCP2 and the Separate Account (constituting ninety-six one-hundredths (96/100) of each such share) was redeemed for an aggregate cash payment of $2,143,221.10, which is equal to 120% of the liquidation preference of such share of Series A Preferred Stock as of the redemption date (including any dividends accrued through such date), which liquidation preference was $165.020.

F1 · price: Pursuant to the Issuer's amendment to the Certificate of Designations of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), immediately following the effectiveness of the Issuer's merger transaction with HC Group Holdings I, LLC, a Delaware limited liability company, and HC Group Holdings II, Inc., a Delaware corporation, which merger transaction became effect on August 6, 2019 (the "Merger"), (i) four one-hundredths (4/100) of each share of the 10,823 shares of Series A Preferred Stock held by Coliseum Capital Partners, L.P. ("CCP"), Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds"), and a separate account investment advisory client (the "Separate Account") of Coliseum Capital Management, LLC ("CCM") converted into 2.5226 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"),

F2 · price: (Continued from footnote 1) resulting in an aggregate of 27,300 shares of Common Stock being issued to the Funds and the Separate Account, and (ii) the remaining portion of each share of the 10,823 shares of Series A Preferred Stock held by CCP, CCP2 and the Separate Account (constituting ninety-six one-hundredths (96/100) of each such share) was redeemed for an aggregate cash payment of $2,143,221.10, which is equal to 120% of the liquidation preference of such share of Series A Preferred Stock as of the redemption date (including any dividends accrued through such date), which liquidation preference was $165.020.

F1 · derivative.underlying_shares: Pursuant to the Issuer's amendment to the Certificate of Designations of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), immediately following the effectiveness of the Issuer's merger transaction with HC Group Holdings I, LLC, a Delaware limited liability company, and HC Group Holdings II, Inc., a Delaware corporation, which merger transaction became effect on August 6, 2019 (the "Merger"), (i) four one-hundredths (4/100) of each share of the 10,823 shares of Series A Preferred Stock held by Coliseum Capital Partners, L.P. ("CCP"), Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds"), and a separate account investment advisory client (the "Separate Account") of Coliseum Capital Management, LLC ("CCM") converted into 2.5226 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"),

F2 · derivative.underlying_shares: (Continued from footnote 1) resulting in an aggregate of 27,300 shares of Common Stock being issued to the Funds and the Separate Account, and (ii) the remaining portion of each share of the 10,823 shares of Series A Preferred Stock held by CCP, CCP2 and the Separate Account (constituting ninety-six one-hundredths (96/100) of each such share) was redeemed for an aggregate cash payment of $2,143,221.10, which is equal to 120% of the liquidation preference of such share of Series A Preferred Stock as of the redemption date (including any dividends accrued through such date), which liquidation preference was $165.020.

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 shares held by the Funds 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 the Funds. 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.

SEC source: 0000899243-19-021368 · doc4.xml · nonDerivative · entry 4

Coliseum Capital Management, LLC · CIK 0001409751 · Former Director & 10% Owner

Shackelton Christopher S · CIK 0001430708 · Former Director & 10% Owner

Coliseum Capital, LLC · CIK 0001409585 · Former Director & 10% Owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Former Director & 10% Owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Former Director & 10% Owner

Gray Adam · CIK 0001454123 · Former 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: 3,465,612

F7 · price: The Cash-Settled RSUs vested upon the consummation of the Merger, on which date the fair market value of a share of Common Stock was equal to $2.67, which was the closing market price of the Common Stock on August 6, 2019.

F3 · ownership.nature: The Common Stock is held directly by (a) CCP, a Delaware investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which CCM, a Delaware limited liability company, serves as investment adviser, (b) CCP2, a Delaware investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) the Separate Account.

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 shares held by the Funds 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 the Funds. 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.

SEC source: 0000899243-19-021368 · doc4.xml · nonDerivative · entry 3

Coliseum Capital Management, LLC · CIK 0001409751 · Former Director & 10% Owner

Shackelton Christopher S · CIK 0001430708 · Former Director & 10% Owner

Coliseum Capital, LLC · CIK 0001409585 · Former Director & 10% Owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Former Director & 10% Owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Former Director & 10% Owner

Gray Adam · CIK 0001454123 · Former 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: 3,484,517

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.

F6 · price: Each cash-settled restricted stock unit ("Cash-Settled RSU") is the economic equivalent of one share of Common Stock. Each vested Cash-Settled RSU is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the vesting date based on the closing market price of the Common Stock on such date, or if no such closing market price is available on such date, for the immediately preceding business day. The cash settlement of the Cash-Settled RSUs is reported for purposes of Form 4 as the disposition of the Cash-Settled RSU and a simultaneous acquisition and disposition of the underlying Common Stock.

F3 · ownership.nature: The Common Stock is held directly by (a) CCP, a Delaware investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which CCM, a Delaware limited liability company, serves as investment adviser, (b) CCP2, a Delaware investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) the Separate Account.

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 shares held by the Funds 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 the Funds. 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.

SEC source: 0000899243-19-021368 · doc4.xml · nonDerivative · entry 2

Coliseum Capital Management, LLC · CIK 0001409751 · Former Director & 10% Owner

Shackelton Christopher S · CIK 0001430708 · Former Director & 10% Owner

Coliseum Capital, LLC · CIK 0001409585 · Former Director & 10% Owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Former Director & 10% Owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Former Director & 10% Owner

Gray Adam · CIK 0001454123 · Former 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: 3,465,612

F5 · price: In connection with the Merger, the Issuer entered into a Preferred Stock Repurchase Agreement, dated as of March 14, 2019, with CCP, CCP2, and the Separate Account, pursuant to which the Issuer repurchased from CCP, CCP2 and the Separate Account all 614,177 of the issued and outstanding Issuer's Series C Convertible Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), for (i) a cash payment of $121,621,792.90, which is equal to 120% of the liquidation preference (as defined in the Certificate of Designations of Series C Preferred Stock) per share of Series C Preferred Stock, determined as of the date of the repurchase closing (including any dividends accrued through such date), which liquidation preference value was $165.020, and (ii) 1,549,321 shares of Common Stock, which is equal to 2.5226 fully paid, validly issued, and non-assessable shares of Common Stock per share of Series C Preferred Stock.

F3 · ownership.nature: The Common Stock is held directly by (a) CCP, a Delaware investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which CCM, a Delaware limited liability company, serves as investment adviser, (b) CCP2, a Delaware investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) the Separate Account.

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 shares held by the Funds 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 the Funds. 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.

SEC source: 0000899243-19-021368 · doc4.xml · nonDerivative · entry 1

Coliseum Capital Management, LLC · CIK 0001409751 · Former Director & 10% Owner

Shackelton Christopher S · CIK 0001430708 · Former Director & 10% Owner

Coliseum Capital, LLC · CIK 0001409585 · Former Director & 10% Owner

COLISEUM CAPITAL PARTNERS, L.P. · CIK 0001356974 · Former Director & 10% Owner

Coliseum Capital Partners II, L.P. · CIK 0001567187 · Former Director & 10% Owner

Gray Adam · CIK 0001454123 · Former 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: 1,916,291

F1 · price: Pursuant to the Issuer's amendment to the Certificate of Designations of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock"), immediately following the effectiveness of the Issuer's merger transaction with HC Group Holdings I, LLC, a Delaware limited liability company, and HC Group Holdings II, Inc., a Delaware corporation, which merger transaction became effect on August 6, 2019 (the "Merger"), (i) four one-hundredths (4/100) of each share of the 10,823 shares of Series A Preferred Stock held by Coliseum Capital Partners, L.P. ("CCP"), Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds"), and a separate account investment advisory client (the "Separate Account") of Coliseum Capital Management, LLC ("CCM") converted into 2.5226 shares of the Issuer's common stock, $0.0001 par value per share ("Common Stock"),

F2 · price: (Continued from footnote 1) resulting in an aggregate of 27,300 shares of Common Stock being issued to the Funds and the Separate Account, and (ii) the remaining portion of each share of the 10,823 shares of Series A Preferred Stock held by CCP, CCP2 and the Separate Account (constituting ninety-six one-hundredths (96/100) of each such share) was redeemed for an aggregate cash payment of $2,143,221.10, which is equal to 120% of the liquidation preference of such share of Series A Preferred Stock as of the redemption date (including any dividends accrued through such date), which liquidation preference was $165.020.

F3 · ownership.nature: The Common Stock is held directly by (a) CCP, a Delaware investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which CCM, a Delaware limited liability company, serves as investment adviser, (b) CCP2, a Delaware investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) the Separate Account.

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 shares held by the Funds 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 the Funds. 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.

SEC source: 0000899243-19-017800 · doc4.xml · nonDerivative · entry 1

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

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

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

Gray Adam · CIK 0001454123 · Director · 10% owner

Shackelton Christopher S · CIK 0001430708 · 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: 387,377

F1 · ownership.nature: The common stock, par value $0.0001 per share (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 and (b) 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 CCM and CC. Each of Shackelton, Gray, CCP, the Separate Account, CC and CCM 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 and the Separate Account directly owned 285,710 and 101,667 shares of Common Stock, respectively.