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)

3/18/2015
(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

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     (1) 3/18/2015     A      1333   (1)      3/18/2016   3/18/2016   Common Stock   1333   $0.00   (1) 1333   I   See Footnote   (2)
Phantom Stock     (1) 3/18/2015     A      1333   (1)      3/18/2017   3/18/2017   Common Stock   1333   $0.00   (1) 1333   I   See Footnote   (2)
Phantom Stock     (1) 3/18/2015     A      1334   (1)      3/18/2018   3/18/2018   Common Stock   1334   $0.00   (1) 1334   I   See Footnote   (2)

Explanation of Responses:
( 1)  Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock, $0.001 par value (the "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.
( 2)  These shares of phantom stock were 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 Management, LLC ("CCM") serves as investment advisor to CCP. 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, Coliseum Capital Partners II, L.P. ("CCP2") and Coliseum Capital Co-Invest, L.P. ("CCC") disclaim beneficial ownership of the phantom stock except to the extent of that person's pecuniary interest therein.

Remarks:
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: CCM, CC, CCP, CCP2, CCC and 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 3/27/2015
** Signature of Reporting Person Date

/s/ Christopher Shackelton 3/27/2015
** Signature of Reporting Person Date

Coliseum Capital, LLC, By: /s/ Christopher Shackelton, Manager 3/27/2015
** Signature of Reporting Person Date

Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 3/27/2015
** Signature of Reporting Person Date

Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 3/27/2015
** Signature of Reporting Person Date

/s/ Adam Gray 3/27/2015
** Signature of Reporting Person Date

Coliseum Capital Co-Invest, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Christopher Shackelton, Manager 3/27/2015
** 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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