4//SEC Filing
MADISON DEARBORN PARTNERS LLC 4
Accession 0001104659-20-140194
CIK 0001014739other
Filed
Dec 28, 7:00 PM ET
Accepted
Dec 29, 5:08 PM ET
Size
21.1 KB
Accession
0001104659-20-140194
Insider Transaction Report
Form 4
MADISON DEARBORN PARTNERS LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.0001
2020-12-24−7,048,357→ 114,930,771 total(indirect: See footnotes) - Sale
Common Stock, par value $0.0001
2020-12-29$15.00/sh−600,000$9,000,000→ 114,330,771 total(indirect: See footnotes)
MDP HC HOLDINGS, LLC
10% Owner
Transactions
- Other
Common Stock, par value $0.0001
2020-12-24−7,048,357→ 114,930,771 total(indirect: See footnotes) - Sale
Common Stock, par value $0.0001
2020-12-29$15.00/sh−600,000$9,000,000→ 114,330,771 total(indirect: See footnotes)
FINNEGAN PAUL J
10% Owner
Transactions
- Sale
Common Stock, par value $0.0001
2020-12-29$15.00/sh−600,000$9,000,000→ 114,330,771 total(indirect: See footnotes) - Other
Common Stock, par value $0.0001
2020-12-24−7,048,357→ 114,930,771 total(indirect: See footnotes)
Transactions
- Other
Common Stock, par value $0.0001
2020-12-24−7,048,357→ 114,930,771 total(indirect: See footnotes) - Sale
Common Stock, par value $0.0001
2020-12-29$15.00/sh−600,000$9,000,000→ 114,330,771 total(indirect: See footnotes)
HC GROUP HOLDINGS I, LLC
10% Owner
Transactions
- Sale
Common Stock, par value $0.0001
2020-12-29$15.00/sh−600,000$9,000,000→ 114,330,771 total(indirect: See footnotes) - Other
Common Stock, par value $0.0001
2020-12-24−7,048,357→ 114,930,771 total(indirect: See footnotes)
MENCOFF SAMUEL M
10% Owner
Transactions
- Sale
Common Stock, par value $0.0001
2020-12-29$15.00/sh−600,000$9,000,000→ 114,330,771 total(indirect: See footnotes) - Other
Common Stock, par value $0.0001
2020-12-24−7,048,357→ 114,930,771 total(indirect: See footnotes)
Transactions
- Other
Common Stock, par value $0.0001
2020-12-24−7,048,357→ 114,930,771 total(indirect: See footnotes) - Sale
Common Stock, par value $0.0001
2020-12-29$15.00/sh−600,000$9,000,000→ 114,330,771 total(indirect: See footnotes)
Footnotes (7)
- [F1]Represents the forfeiture of shares of common stock issued to HC Group Holdings I, LLC ("HC I") in conjunction with the Agreement and Plan of Merger, dated as of March 14, 2019, by and among Option Care Health, Inc. (the "Issuer"), HC Group Holdings II, Inc., HC I, HC Group Holdings III, Inc., Beta Sub, Inc. and Beta Sub, LLC, to prevent dilution related to the vesting of certain outstanding unvested restricted stock units of the Issuer held by Home Solutions, Inc. The shares were forfeited to the Issuer for cancellation on December 24, 2020 as a result of the non-satisfaction of the vesting criteria in respect of such restricted stock units.
- [F2]Consists of (i) 114,865,391 shares of common stock held by HC I, (ii) 5,418 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 the Issuer, (iii) 5,418 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) 54,544 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. Madison Dearborn Partners VI-A&C, L.P. ("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. Elizabeth Q. Betten and Timothy P. 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 per share sale price reported in this Form 4 does not reflect reduction for underwriting discounts.
- [F7]Consists of (i) 114,265,391 shares of common stock held by HC I, (ii) 5,418 shares of common stock held by Elizabeth Q. Betten, which were issued to Ms. Betten upon vesting of certain RSUs received by Ms. Betten in her capacity as a director of the Issuer, (iii) 5,418 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) 54,544 RSUs awarded to Ms. Betten and Mr. Sullivan in their capacity as directors of the Issuer.
Documents
Issuer
Option Care Health, Inc.
CIK 0001014739
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001181100
Filing Metadata
- Form type
- 4
- Filed
- Dec 28, 7:00 PM ET
- Accepted
- Dec 29, 5:08 PM ET
- Size
- 21.1 KB