Form Type: 4

SEC EDGAR Link
Accession Number:0001104659-21-139438
Date:2021-11-10
Issuer: OPTION CARE HEALTH, INC. (OPCH)
Original Submission Date:

Reporting Person:

MADISON DEARBORN PARTNERS LLC
C/O MADISON DEARBORN PARTNERS, LLC
70 W MADISON STREET, SUITE 4600 CHICAGO, IL 60602

Reporting Person:

MADISON DEARBORN PARTNERS VI-A&C, L.P.
C/O MADISON DEARBORN PARTNERS LLC
70 W. MADISON STREET, SUITE 4600 CHICAGO, IL 60602

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK, PAR VALUE $0.0001 2021-11-10 J 618,299 d $0.00 37,341,872 f4 indirect f3,f4,f5
COMMON STOCK, PAR VALUE $0.0001 2021-11-10 0 $0.00 56,994 indirect f6
COMMON STOCK, PAR VALUE $0.0001 2021-11-10 0 $0.00 56,995 indirect f7
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 on november 10, 2021, madison dearborn partners vi-a&c, l.p. ("mdp vi-a&c") distributed 618,299 shares of common stock for no consideration to its partners and their direct and indirect transferees.
f2 consists of (i) 37,247,092 shares of common stock held by hc group holdings i, llc ("hc i"), (ii) 10,895 shares of common stock held by elizabeth q. betten, which were issued to ms. betten upon vesting of certain restricted stock units ("rsus") received by ms. betten in her capacity as a director of option care health, inc. (the "issuer"), (iii) 10,895 shares of common stock held by timothy sullivan, which were issued to mr. sullivan upon vesting of certain rsus received by mr. sullivan in his capacity as a director of the issuer, and (iv) 72,990 rsus awarded to ms. betten and mr. sullivan in their capacity as directors of the issuer.
f3 mdp hc holdings, llc ("mdp hc") is the controlling equityholder of hc i. madison dearborn capital partners vi-a, l.p. ("mdcp vi-a") is a controlling equityholder and manager of mdp hc. mdp vi-a&c is the general partner of mdcp vi-a. madison dearborn partners, llc ("mdp llc") is the general partner of mdp vi-a&c. ms. betten and mr. sullivan are managing directors of mdp llc, limited partners of mdp vi-a&c, serve on the board of managers of hc i and serve on the board of directors of the issuer. paul j. finnegan and samuel m. mencoff are the sole members of a limited partner committee that (by majority vote) controls investment decisions of shares held directly by mdcp vi-a, and may be deemed to control the disposition of shares of common stock held directly by hc i.
f4 (continued from footnote 3) by virtue of the relationships described in this footnote, ms. betten and messrs. sullivan, finnegan and mencoff may be deemed to exercise voting and dispositive power with respect to the shares of common stock held by hc i. each of mr. finnegan, mr. mencoff, mr. sullivan, ms. betten, mdp llc, mdp vi-a&c, mdcp vi-a and mdp hc disclaims beneficial ownership of the shares of common stock owned by hc i except to the extent of its pecuniary interest therein.
f5 the other beneficial owners of the reported securities have separately filed form 4s.
f6 the reported securities are shares of common stock that were received by mr. mencoff pursuant to the november 10, 2021 distribution by mdp vi-a&c, which shares were previously held by mr. mencoff indirectly through mdp vi-a&c. with the exception of mr. mencoff, each of the reporting persons disclaim any pecuniary interest in such securities.
f7 the reported securities are shares of common stock that were received by mr. finnegan pursuant to the november 10, 2021 distribution by mdp vi-a&c, which shares were previously held by mr. finnegan indirectly through mdp vi-a&c. with the exception of mr. finnegan, each of the reporting persons disclaim any pecuniary interest in such securities.

Elevate your investments