5//SEC Filing
GRAVES MARY JANE 5
Accession 0001127602-12-005861
CIK 0001014739other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 3:52 PM ET
Size
9.3 KB
Accession
0001127602-12-005861
Insider Transaction Report
Form 5
BioScrip, Inc.BIOS
GRAVES MARY JANE
Chief Financial Officer
Transactions
- Award
Common Stock, $.0001 Par Value
2010-03-25+4,108→ 19,979 total
Holdings
- 66,446
Common Stock Warrants (right to buy)
Exercise: $10.00From: 2010-03-25Exp: 2015-03-25→ Common Stock, $.0001 Par Value (66,446 underlying) - 100,000
Stock Appreciation Right
Exercise: $4.42From: 2012-04-26Exp: 2021-04-26→ Common Stock, $.0001 Par Value (100,000 underlying)
Footnotes (5)
- [F1]The reporting person acquired 4,108 shares of issuer common stock pursuant to issuer's merger with Critical Homecare Solutions Holdings, Inc., a Delaware corporation. Following the merger the 4,108 shares issued to the reporting person in the merger were deposited into an escrow account and are subject to forfeiture to satisfy any indemnity or purchase price adjustment payment to the issuer. On October 5, 2011, 2,894 shares were distributed from the escrow account to the reporting person. The remaining 1,214 shares attributable to the reporting person remain in the escrow account pending the resolution of certain disputes.
- [F2]Ms. Graves acquired the Warrants from the Issuer in consideration for her interest in Critical Homecare Solutions Holdings, Inc. ("CHS"), pursuant to a merger of CHS into a wholly owned subsidiary of the Issuer on March 25, 2010. The merger agreement, which was entered into on January 24, 2010, valued the Shares to be acquired upon the exercise of the Warrants at $8.3441 per Share, which was calculated based on the volume weighted trading average price of the Shares over the 10-day period ended January 22, 2010.
- [F3]Pursuant to a Warrant Agreement with the Issuer, Ms. Graves directly owns warrants (collectively, the "Warrants") representing the right to purchase 66,446 shares of Common Stock of the Issuer, par value $0.0001 per share (the "Shares"). The Warrants may be exercised at any time prior to March 25, 2015. The initial exercise price of the Warrants is equal to $10.00 per Share, subject to certain adjustments in accordance with the terms of the Warrant Agreement.
- [F4]Each unit represents a cash-based phantom stock appreciation right exercisable for the cash amount, if any, by which the closing stock price on the exercise date exceeds $4.42
- [F5]Vests and becomes exercisable in three equal annual installments commencing on the first anniversary of the date of grant.
Documents
Issuer
BioScrip, Inc.
CIK 0001014739
Entity typeother
Related Parties
1- filerCIK 0001422942
Filing Metadata
- Form type
- 5
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 3:52 PM ET
- Size
- 9.3 KB