SEC Form 4 · accession 0001209191-15-045986
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 20, 2015
Accepted (ET)
May 22, 2015 · 2:10 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F3,F4,F2 | — | May 20, 2015 | A | 10,000 | A | — | — | Common Stock | 10,000 | 10,000 | I |
Explanation of responses
- F1Each share of phantom stock is a market-based cash award which is the economic equivalent of one share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of a share of Common Stock as of the vesting date, based on the closing market price of the Common Stock on such date.
- F2The shares of phantom stock vest on the business day immediately preceding the date of the Issuer's 2016 annual meeting of stockholders, provided that Christopher Shackelton ("Shackelton") continues to serve as a director of the Issuer as of such date. If unvested on the vesting date, the shares of phantom stock expire.
- F3The phantom stock was received by 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").
- F4Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in each of (a) Coliseum Capital Management, LLC ("CCM"), the investment advisor to and a separate investment advisory account managed by CCM (the "Separate Account") and (b) Coliseum Capital, LLC ("CC"), the general partner of each of CCP and Coliseum Capital Partners II, L.P. ("CCP2") and may be deemed to have an indirect pecuniary interest in the shares held by CCP, CCP2, 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 CCP and CCP2. Each of the Reporting Persons disclaims beneficial ownership of these securities 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: Gray, CCM, CC, CCP, and CCP2.