Timothy P. Sullivan - Dec 17, 2021 Form 4 Insider Report for Option Care Health, Inc. (OPCH)

Role
Director, Former 10% Owner
Signature
/s/ Annie Terry, by power of attorney
Stock symbol
OPCH
Transactions as of
Dec 17, 2021
Transactions value $
$0
Form type
4
Date filed
12/20/2021, 03:07 PM
Previous filing
Nov 15, 2021
Next filing
May 24, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OPCH Common Stock, par value $0.0001 Other -37.2M -100% 0 Dec 17, 2021 See footnotes F2, F3, F4, F5
holding OPCH Common Stock, par value $0.0001 47.2K Dec 17, 2021 Direct F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Timothy P. Sullivan disclaims beneficial ownership of the shares of common stock.
F2 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.
F3 Consists of 37,247,092 shares of common stock held by HC I.
F4 MDP HC Holdings, LLC ("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 Mr. 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.
F5 (Continued from Footnote 4) 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.