4//SEC Filing
BETTEN ELIZABETH QUADROS 4
Accession 0001104659-21-151673
CIK 0001014739other
Filed
Dec 19, 7:00 PM ET
Accepted
Dec 20, 4:05 PM ET
Size
9.3 KB
Accession
0001104659-21-151673
Insider Transaction Report
Form 4
BETTEN ELIZABETH QUADROS
Director
Transactions
- Other
Common Stock, par value $0.0001
2021-12-17−37,247,092→ 0 total(indirect: See footnotes)
Holdings
- 2,843(indirect: See footnote)
Common Stock, par value $0.0001
- 47,531
Common Stock, par value $0.0001
Footnotes (6)
- [F1]Elizabeth Q. Betten disclaims beneficial ownership of the shares of common stock.
- [F2]The reported securities were previously reported by Ms. Betten as indirectly held through Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C"), and, after the distribution of 618,299 shares of common stock by MDP VI-A&C for no consideration to its partners and their direct and indirect transferees on November 10, 2021, are held directly by the Elizabeth Q. Betten 2012 Living Trust. Ms. Betten disclaims beneficial ownership of the shares of common stock except to the extent of her pecuniary interest therein.
- [F3]In connection with the merger transaction on December 17, 2021 (the "Reorganization Merger"), an affiliate of Walgreens Boots Alliance, Inc. acquired control over HC Group Holdings I, LLC, a Delaware limited liability company ("HC I"), which directly held 37,247,092 shares of the Issuer's Common Stock (the "HC I Shares") as previously reflected on the Reporting Person's filings. As a result of the Reorganization Merger, the Reporting Person ceased to have voting or dispositive power over the HC I Shares but experienced no change in pecuniary interest because the Reporting Person had no pecuniary interest in the HC I Shares.
- [F4]Consists of 37,247,092 shares of common stock held by HC I.
- [F5]MDP HC was formerly 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 MDP VI-A&C. Madison Dearborn Partners, LLC ("MDP LLC") is the general partner of MDP VI-A&C. Ms. Betten and Timothy P. Sullivan are Managing Directors of MDP LLC, limited partners of MDP VI-A&C, served on the board of managers of HC I and serve on the board of directors of Option Care Health, Inc. 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.
- [F6](Continued from Footnote 5) 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 reported securities. 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 reported securities except to the extent of its pecuniary interest therein.
Documents
Issuer
Option Care Health, Inc.
CIK 0001014739
Entity typeother
Related Parties
1- filerCIK 0001780016
Filing Metadata
- Form type
- 4
- Filed
- Dec 19, 7:00 PM ET
- Accepted
- Dec 20, 4:05 PM ET
- Size
- 9.3 KB