Sec Form 4 Filing - MADISON DEARBORN PARTNERS LLC @ Option Care Health, Inc. - 2021-08-05

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 MADISON DEARBORN PARTNERS LLC 2. Issuer Name and Ticker or Trading Symbol Option Care Health, Inc. [ OPCH] 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) C/O MADISON DEARBORN PARTNERS, LLC, 70 W MADISON STREET, SUITE 4600 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2021 (Street) CHICAGO, IL60602 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, par value $0.0001 08/05/2021 S 20,700,000 D $ 20.25 ( 1 ) 47,160,171 ( 2 ) I ( 3 ) ( 4 ) See footnotes ( 3 ) ( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MADISON DEARBORN PARTNERS LLC C/O MADISON DEARBORN PARTNERS, LLC 70 W MADISON STREET, SUITE 4600 CHICAGO, IL60602 X X MADISON DEARBORN PARTNERS VI-A&C, L.P. C/O MADISON DEARBORN PARTNERS LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X X Madison Dearborn Capital Partners VI-A, L.P. C/O MADISON DEARBORN PARTNERS LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X X MDP HC HOLDINGS, LLC C/O MADISON DEARBORN PARTNERS LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X X HC GROUP HOLDINGS I, LLC C/O MADISON DEARBORN PARTNERS LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X X FINNEGAN PAUL J C/O MADISON DEARBORN PARTNERS LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X X MENCOFF SAMUEL M C/O MADISON DEARBORN PARTNERS LLC 70 W. MADISON STREET, SUITE 4600 CHICAGO, IL60602 X X Signatures /s/ Annie Terry, by power of attorney for Mr. Mencoff 08/06/2021 Signature of Reporting Person Date /s/ Annie Terry, by power of attorney for Mr. Finnegan 08/06/2021 Signature of Reporting Person Date /s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC 08/06/2021 Signature of Reporting Person Date /s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the General Partner of Madison Dearborn Partners VI-A&C, L.P. 08/06/2021 Signature of Reporting Person Date /s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P. 08/06/2021 Signature of Reporting Person Date /s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P., which is the controlling equityholder of MDP HC Holdings, LLC 08/06/2021 Signature of Reporting Person Date /s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P., 08/06/2021 Signature of Reporting Person Date which is the controlling equityholder of MDP HC Holdings, LLC, which in turn is the controlling equityholder of HC Group Holdings I, LLC 08/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The per share sale price reported in this Form 4 does not reflect reduction for underwriting discounts. ( 2 )Consists of (i) 47,065,391 shares of common stock held by HC Group Holdings I, LLC ("HC I"), (ii) 10,895 shares of common stock held by Elizabeth Q. Betten, which were issued to Ms. Betten upon vesting of certain restricted stock units ("RSUs") received by Ms. Betten in her capacity as a director of Option Care Health, Inc. (the "Issuer"), (iii) 10,895 shares of common stock held by Timothy Sullivan, which were issued to Mr. Sullivan upon vesting of certain RSUs received by Mr. Sullivan in his capacity as a director of the Issuer, and (iv) 72,990 RSUs awarded to Ms. Betten and Mr. Sullivan in their capacity as directors of the Issuer. ( 3 )MDP HC Holdings, LLC ("MDP HC") is 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, serve 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, and may be deemed to control the disposition of shares of Common Stock held directly by HC I. ( 4 )(Continued from Footnote 3) 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 shares of Common Stock held by HC I. 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 shares of Common Stock owned by HC I except to the extent of its pecuniary interest therein. ( 5 )The other beneficial owners of the reported securities have separately filed Form 4s.

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