FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Coliseum Capital Management, LLC 		2. Issuer Name and Ticker or Trading Symbol

PROVIDENCE SERVICE CORP [ PRSC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

METRO CENTER, 1 STATION PLACE, 7TH FLOOR SOUTH 		3. Date of Earliest Transaction (MM/DD/YYYY)

3/13/2015
(Street)

STAMFORD, CT 06902
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   3/13/2015     M    2065   (1) (2) A $0.00   (1) 2224366   I   See Footnote   (3)
Common Stock   3/13/2013     D    2065   (1) (2) D $46.17   (1) 2222301   I   See Footnote   (3) (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock     (2) 3/13/2015     M         2065   (1)   3/13/2015   3/13/2015   Common Stock   2065   $0.00   (1) 0   I   See Footnote   (2)

Explanation of Responses:
( 1)  Relates to cash settlement of phantom stock, each share of which is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). The cash settlement of 2,065 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. The 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 on such date. The closing market price of the Common Stock on the March 13, 2015 payment date was $46.17.
( 2)  The phantom stock was received by CCP pursuant to an agreement under which Shackelton assigned to CCP the right to receive all compensation (including equity compensation) that Shackelton would otherwise receive as a director of the Issuer. CC serves as the general partner for CCP and CCM serves as investment advisor to CCP, Shackelton and 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 and CCP disclaim beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.
( 3)  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 and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
( 4)  Following the transactions reported herein, the Separate Account directly beneficially owned 629,608 shares of Common Stock, CCP directly beneficially owned 1,253,004 shares of Common Stock and CCP2 directly beneficially owned 339,689 shares of Common Stock.

Remarks:
Christopher Shackelton ("Shackelton") is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: Coliseum Capital Management, LLC ("CCM"); Coliseum Capital, LLC ("CC"); Coliseum Capital Partners, L.P. ("CCP"); Coliseum Capital Partners II, L.P. ("CCP2"); Coliseum Capital Co-Invest, L.P. ("CCC") and Adam Gray ("Gray").

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Coliseum Capital Management, LLC
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH
STAMFORD, CT 06902 		X X

Shackelton Christopher S
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH
STAMFORD, CT 06902 		X X

Coliseum Capital, LLC
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH
STAMFORD, CT 06902 		X X

COLISEUM CAPITAL PARTNERS L P
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH
STAMFORD, CT 06902 		X X

Coliseum Capital Partners II, L.P.
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH
STAMFORD, CT 06902 		X X

Gray Adam
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH
STAMFORD, CT 06902 		X X

Coliseum Capital Co-Invest, L.P.
METRO CENTER
1 STATION PLACE, 7TH FLOOR SOUTH
STAMFORD, CT 06902 		X X


Signatures
Coliseum Capital Management, LLC, By: /s/ Christopher Shackelton, Manager 3/17/2015
** Signature of Reporting Person Date

/s/ Christopher Shackelton 3/17/2015
** Signature of Reporting Person Date

Coliseum Capital, LLC, By: /s/ Christopher Shackelton, Manager 3/17/2015
** Signature of Reporting Person Date

Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 3/17/2015
** Signature of Reporting Person Date

Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 3/17/2015
** Signature of Reporting Person Date

/s/ Adam Gray 3/17/2015
** Signature of Reporting Person Date

Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 3/17/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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