Sec Form 4 Filing - SULLIVAN TIMOTHY P @ Option Care Health, Inc. - 2021-11-10

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
SULLIVAN TIMOTHY P
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)
11/10/2021
(Street)
CHICAGO, IL60602
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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 11/10/2021 J( 1 ) 618,299 D $ 0( 1 ) 37,247,092( 2 ) I See footnotes( 3 )( 4 )
Common Stock, par value $0.0001 11/10/2021 G 56,995( 5 ) D $ 0 47,249 D( 6 )
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
SULLIVAN TIMOTHY P
C/O MADISON DEARBORN PARTNERS, LLC
70 W MADISON STREET, SUITE 4600
CHICAGO, IL60602
X X
Signatures
/s/ Annie Terry, by power of attorney 11/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 10, 2021, Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C") distributed 618,299 shares of common stock for no consideration to its partners and their direct and indirect transferees (the "Distribution").
( 2 )Consists of 37,247,092 shares of common stock held by HC Group Holdings I, LLC ("HC I").
( 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. 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, serve 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, and may be deemed to control the disposition of shares of common stock held directly by HC I.
( 4 )(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 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 reported 56,995 shares of common stock, previously reported by Mr. Sullivan as indirectly held through MDP VI-A&C, were received by Mr. Sullivan pursuant to the Distribution and immediately transferred, as a bona fide gift to a 501(c)(3) charitable foundation.
( 6 )Mr. Sullivan disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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