SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DENNESS RICHARD

(Last) (First) (Middle)
C/O BIOSCRIP, INC.
1600 BROADWAY, SUITE 700

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Option Care Health, Inc. [ BIOS ]
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
3. Date of Earliest Transaction (Month/Day/Year)
08/01/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, $.0001 Par Value 08/01/2019(1) M 18,940 A (2) 41,667 D
Common Stock, $.0001 Par Value 08/06/2019(3) A 42,614 A (2) 84,281 D
Common Stock, $.0001 Par Value 08/06/2019 F 24,425 D $2.67(4) 59,856 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (2) 08/01/2019(1) M 18,940 (5) (5) Common Stock, $.0001 Par Value 18,940 (2) 37,878 D
Explanation of Responses:
1. 18,940 Restricted Stock Units (RSUs) vested on the first anniversary of the original grant date (August 1, 2018).
2. Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock.
3. 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.
4. 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).
5. 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).
/s/ Richard Denness 08/28/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.