Sec Form 4 Filing - Coliseum Capital Management, LLC @ BioScrip, Inc. - 2018-05-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Coliseum Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
BioScrip, Inc. [ BIOS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
105 ROWAYTON AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
05/02/2018
(Street)
ROWAYTON, CT06853
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 05/02/2018 M 49,669 A $ 0 ( 1 ) 1,938,660 I See footnotes ( 4 ) ( 5 )
Common Stock 05/02/2018 D 49,669 D $ 2.69 ( 2 ) 1,888,991 I See footnotes ( 4 ) ( 5 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock ( 1 ) 05/02/2018 M 49,669 05/02/2018 05/02/2018 Common Stock 49,669 ( 1 ) ( 2 ) 0 I See footnotes ( 3 ) ( 5 )
Phantom Stock ( 1 ) 05/03/2018 A 43,726 ( 6 ) ( 6 ) Common Stock 43,726 $ 0 43,726 I See footnotes ( 3 ) ( 5 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Coliseum Capital Management, LLC
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Shackelton Christopher S
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Coliseum Capital, LLC
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Coliseum Capital Partners II, L.P.
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Gray Adam
105 ROWAYTON AVENUE
ROWAYTON, CT06853
X X
Signatures
Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 05/04/2018
Signature of Reporting Person Date
Christopher Shackelton, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 05/04/2018
Signature of Reporting Person Date
Coliseum Capital, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 05/04/2018
Signature of Reporting Person Date
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 05/04/2018
Signature of Reporting Person Date
Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 05/04/2018
Signature of Reporting Person Date
Adam Gray, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 05/04/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock on such date. The cash settlement of the phantom stock is reported for purposes of Form 4 as the disposition of the phantom stock and a simultaneous acquisition and disposition of the underlying Common Stock.
( 2 )The fair market value of the shares of phantom stock is equal to the closing price of the Issuer's Common Stock on the business day immediately preceding the 2018 annual meeting of the Issuer's stockholders. The Issuer filed a definitive proxy statement on April 4, 2018 establishing May 3, 2018 as the date of the Issuer's 2018 annual meeting of stockholders. Therefore, the fair market value of the shares of phantom stock is equal to $2.69, which was the closing price of the Issuer's Common Stock on May 2, 2018.
( 3 )The phantom stock was received by Christopher Shackelton ("Shackelton") in connection with his service as a member of the board of directors of the Issuer. Shackelton has agreed that all equity awards he receives for serving as a director of the Issuer shall be issued to Coliseum Capital Partners, L.P. ("CCP").
( 4 )The Common Stock is held directly by (a) CCP, an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account").
( 5 )Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC, and may be deemed to have an indirect pecuniary interest in the shares held by the Funds and the Separate Account due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from the Funds. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein.
( 6 )The fair market value of the shares of phantom stock will be equal to the closing price of the Issuer's Common Stock on the business day immediately preceding the 2019 annual meeting of the Issuer's stockholders.
( 7 )Following the transactions reported herein, CCP, CCP2 and the Separate Account directly owned 1,167,330; 260,942; and 460,719 shares of Common Stock, respectively.

Remarks:
Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, CCP2, and Gray.

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