FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/17/2021 |
3. Issuer Name and Ticker or Trading Symbol
Option Care Health, Inc. [ OPCH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 37,247,092 | I | See Explanation of Responses(1)(2)(3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These shares of Issuer's common stock ("Common Stock") are held directly by HC Group Holdings I, LLC ("HC I"), which separately files Section 16 reports. Pursuant to an Agreement and Plan of Merger, dated as of December 17, 2021, by and among OCH US Holding LLC ("OCH LLC"), HC Omega Merger Sub, LLC, a wholly owned subsidiary of OCH LLC ("Reorganization Merger Sub"), HC I and Madison Dearborn Capital Partners IV-A, L.P., solely in its capacity as the Unitholders' Representative thereunder (the "Reorganization Merger Agreement"), and subject to the terms and conditions thereof, on December 17, 2021, Reorganization Merger Sub merged with and into HC I, with HC I as the surviving entity (the "Reorganization Merger"). Following the Reorganization Merger, HC I is wholly owned by OCH LLC. |
2. Walgreens Boots Alliance, Inc. ("WBA Parent") may be deemed to have beneficial ownership of such shares of common stock, as WBA Parent is the sole equityholder of WBA Investments, Inc. ("WBA Investments"), which in turn is the majority equityholder of WBA US 1 Co. ("WBA US 1"), which in turn is the sole equityholder of OCH US Holding LLC ("OCH LLC"), which in turn is the sole equityholder of HC I. |
3. Each of WBA Parent, WBA Investments, WBA US 1, and OCH LLC disclaims beneficial ownership of the shares of Common Stock owned by HC I except to the extent of its pecuniary interest therein. |
/s/ Walgreens Boots Alliance, Inc., By: Joseph B. Amsbary, Jr., Vice President, Corporate Secretary | 12/20/2021 | |
/s/ OCH US Holding LLC, By: Mark Weisz, President | 12/20/2021 | |
/s/ WBA US 1 Co., By: Manmohan Mahajan, President | 12/20/2021 | |
/s/ WBA Investments, Inc., By: Manmohan Mahajan, President | 12/20/2021 | |
** 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 5 (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. |