SEC Form 4 · accession 0000899243-16-022871
Option Care Health, Inc. · OPCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
COLISEUM CAPITAL PARTNERS, L.P.
Director · 10% Owner
Coliseum Capital, LLC
Director · 10% Owner
Coliseum Capital Management, LLC
Director · 10% Owner
Christopher S Shackelton
Director · 10% Owner
Adam Gray
Director · 10% Owner
Coliseum Capital Partners II, L.P.
Director · 10% Owner
Period of report
Jun 10, 2016
Accepted (ET)
Jun 14, 2016 · 9:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001014739
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F3,F4,F1 | $5.17 | Jun 10, 2016 | D | 614,177 | D | — | — | Common Stock | 13,701,968 | 10,823 | I |
| Series B Convertible Preferred StockF2,F3,F4,F5,F1 | $5.17 | Jun 10, 2016 | A | 614,177 | A | — | — | Common Stock | 13,701,968 | 614,177 | I |
Explanation of responses
- F1The Preferred Stock is convertible into Common Stock at any time and has no expiration date.
- F2The Reporting Persons disposed of 614,177 shares of Series A Convertible Preferred Stock in exchange for 614,177 shares of Series B Convertible Preferred Stock in an Issuer exchange offer.
- F3These securities are 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").
- F4Christopher 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.
- F5Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 386,655, 86,520 and 141,002 shares of Series B Convertible Preferred Stock, respectively.
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, and Gray.