SEC Form 4 · accession 0001209191-15-025471
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
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 9:47 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,F1 | $5.17 | Mar 9, 2015 | P | 625,000 | A | — | — | Common Stock | 12,088,975 | 625,000 | I |
| Warrant No. 1 (right to buy)F3,F4 | $5.295 | Mar 9, 2015 | P | 1,800,000 | A | Mar 9, 2015 | Mar 9, 2025 | Common Stock | 1,800,000 | 1,800,000 | I |
| Warrant No. 2 (right to buy)F3,F5 | $6.595 | Mar 9, 2015 | P | 1,800,000 | A | Mar 9, 2015 | Mar 9, 2025 | Common Stock | 1,800,000 | 1,800,000 | I |
Explanation of responses
- F1The Preferred Stock is convertible into common stock at any time and has no expiration date.
- F2These 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"). Christopher Shackelton ("Shackelton") and Adam Gray ("Gray") are managers of CCM and CC. Following the purchase of Series A Preferred Stock reported herein, CCP, CCP2 and the Separate Account directly owned 393,468, 88,045 and 143,487 shares of Series A Preferred Stock, respectively.
- F3Each 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.
- F4The warrants are held directly by (a) CCP (b) CCP2 and (c) the Separate Account. Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned warrants to purchase 1,133,188, 253,569 and 413,243 shares of common stock, respectively, with respect to Warrant No. 1.
- F5The warrants are held directly by (a) CCP (b) CCP2 and (c) the Separate Account. Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned warrants to purchase 1,133,188, 253,569 and 413,243 shares of common stock, respectively, with respect to Warrant No. 2.
Remarks
Christopher 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; Coliseum Capital, LLC; Coliseum Capital Partners, L.P.; Coliseum Capital Partners II, L.P.; and Adam Gray.