| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OPCH | Common Stock, par value $0.0001 | -Other | -37,247,092 | -100% | 0 | Dec 17, 2021 | See footnotes | F1, F2, F3, F4 | ||
| holding | OPCH | Common Stock, par value $0.0001 | 56,994 | Dec 17, 2021 | By Samuel M. Mencoff | F5 | |||||
| holding | OPCH | Common Stock, par value $0.0001 | 56,995 | Dec 17, 2021 | By Paul J. Finnegan | F6 |
Madison Dearborn Partners Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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 Persons' filings. As a result of the Reorganization Merger, the Reporting Persons ceased to have voting or dispositive power over the HC I Shares but experienced no change in pecuniary interest because the Reporting Persons had no pecuniary interest in the HC I Shares. |
| F2 | 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. 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, served 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. |
| F3 | (Continued from Footnote 2) 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. |
| F4 | The other beneficial owners of the reported securities have separately filed Form 4s. |
| F5 | The reported securities are shares of common stock directly held by Mr. Mencoff. With the exception of Mr. Mencoff, each of the reporting persons disclaim any pecuniary interest in such securities. |
| F6 | The reported securities are shares of common stock directly held by Mr. Finnegan. With the exception of Mr. Finnegan, each of the reporting persons disclaim any pecuniary interest in such securities. |
This filing constitutes an exit filing for (i) MDP HC, (ii) MDCP VI-A, (iii) MDP VI-A&C, (iv) MDP LLC, (v) Mr. Mencoff and (vi) Mr. Finnegan (collectively, the "Reporting Persons"), as the Reporting Persons are no longer subject to Section 16 of the Exchange Act as a result of the Transaction reported above.