Statement of Changes in Beneficial Ownership (4)
28 Agosto 2019 - 11:29PM
Edgar (US Regulatory)
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FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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DENNESS RICHARD |
2. Issuer Name and Ticker or Trading Symbol
Option Care Health, Inc.
[
BIOS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Strategy Officer
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(Last)
(First)
(Middle)
C/O BIOSCRIP, INC., 1600 BROADWAY, SUITE 700 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/1/2019
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(Street)
DENVER, CO 80202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, $.0001 Par Value
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8/1/2019 (1)
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M
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18940
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A
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(2)
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41667
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D
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Common Stock, $.0001 Par Value
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8/6/2019 (3)
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A
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42614
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A
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(2)
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84281
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D
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Common Stock, $.0001 Par Value
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8/6/2019
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F
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24425
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D
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$2.67 (4)
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59856
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D
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Unit
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(2)
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8/1/2019 (1)
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M
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18940
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(5)
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(5)
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Common Stock, $.0001 Par Value
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18940
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(2)
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37878
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D
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Explanation of Responses:
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| (1)
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18,940 Restricted Stock Units (RSUs) vested on the first anniversary of the original grant date (August 1, 2018).
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| (2)
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Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock.
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| (3)
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The 42,614 shares of Common Stock reported on this line represent the vesting of 42,614 RSUs granted on August 1, 2018, the vesting of which were based on satisfaction of EBITDA-based performance metrics. Such performance metrics were deemed satisfied in full based on the consummation of a change in control as defined in the grant agreement on August 6, 2019.
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| (4)
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This transaction represents shares withheld by the Company for tax withholding on Mr. Denness' settlement of the two RSU awards described in this Form 4 as well as the settlement of the RSU award granted on March 13, 2019, that settled on August 1, 2019 (reported on a Form 4 filed on August 20, 2019).
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| (5)
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The remaining 37,878 RSUs vest in two equal installments commencing on the second and third anniversaries of the date of grant (8/1/2018).
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DENNESS RICHARD
C/O BIOSCRIP, INC.
1600 BROADWAY, SUITE 700
DENVER, CO 80202
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Chief Strategy Officer
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Signatures
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/s/ Richard Denness
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8/28/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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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