SEC Form 4 · accession 0000899243-18-011573
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
May 2, 2018
Accepted (ET)
May 4, 2018 · 5:58 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001014739
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4,F5 | May 2, 2018 | M | 49,669 | $0.00 | A | 1,938,660 | I | See footnotes |
| Common StockF2,F4,F5 | May 2, 2018 | D | 49,669 | $2.69 | D | 1,888,991 | I | See footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F2,F3,F5 | — | May 2, 2018 | M | 49,669 | D | May 2, 2018 | May 2, 2018 | Common Stock | 49,669 | 0 | I |
| Phantom StockF3,F5,F7,F1,F6 | — | May 3, 2018 | A | 43,726 | A | — | — | Common Stock | 43,726 | 43,726 | I |
Explanation of responses
- F1Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). 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 on such date. The cash settlement of the 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.
- F2The fair market value of the shares of phantom stock is equal to the closing price of the Issuer's Common Stock on the business day immediately preceding the 2018 annual meeting of the Issuer's stockholders. The Issuer filed a definitive proxy statement on April 4, 2018 establishing May 3, 2018 as the date of the Issuer's 2018 annual meeting of stockholders. Therefore, the fair market value of the shares of phantom stock is equal to $2.69, which was the closing price of the Issuer's Common Stock on May 2, 2018.
- F3The phantom stock was received by Christopher Shackelton ("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 Coliseum Capital Partners, L.P. ("CCP").
- F4The 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 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").
- F5Shackelton 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.
- F6The fair market value of the shares of phantom stock will be equal to the closing price of the Issuer's Common Stock on the business day immediately preceding the 2019 annual meeting of the Issuer's stockholders.
- F7Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 1,167,330; 260,942; and 460,719 shares of Common 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.