Sec Form 3 Filing - Walgreens Boots Alliance, Inc. @ Option Care Health, Inc. - 2021-12-17

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Walgreens Boots Alliance, Inc.
2. Issuer Name and Ticker or Trading Symbol
Option Care Health, Inc. [ OPCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
108 WILMOT ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/17/2021
(Street)
DEERFIELD, IL60015
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 37,247,092 I See Explanation of Responses( 1 )( 2 )( 3 )
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
Walgreens Boots Alliance, Inc.
108 WILMOT ROAD
DEERFIELD, IL60015
X
OCH US Holding LLC
200 WILMOT ROAD
DEERFIELD, IL60015
X
WBA US 1 Co.
108 WILMOT ROAD
DEERFIELD, IL60015
X
WBA Investments, Inc.
108 WILMOT ROAD
DEERFIELD, IL60015
X
Signatures
/s/ Walgreens Boots Alliance, Inc., By: Joseph B. Amsbary, Jr., Vice President, Corporate Secretary 12/20/2021
Signature of Reporting Person Date
/s/ OCH US Holding LLC, By: Mark Weisz, President 12/20/2021
Signature of Reporting Person Date
/s/ WBA US 1 Co., By: Manmohan Mahajan, President 12/20/2021
Signature of Reporting Person Date
/s/ WBA Investments, Inc., By: Manmohan Mahajan, President 12/20/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares of Issuer's common stock ("Common Stock") are held directly by HC Group Holdings I, LLC ("HC I"), which separately files Section 16 reports. Pursuant to an Agreement and Plan of Merger, dated as of December 17, 2021, by and among OCH US Holding LLC ("OCH LLC"), HC Omega Merger Sub, LLC, a wholly owned subsidiary of OCH LLC ("Reorganization Merger Sub"), HC I and Madison Dearborn Capital Partners IV-A, L.P., solely in its capacity as the Unitholders' Representative thereunder (the "Reorganization Merger Agreement"), and subject to the terms and conditions thereof, on December 17, 2021, Reorganization Merger Sub merged with and into HC I, with HC I as the surviving entity (the "Reorganization Merger"). Following the Reorganization Merger, HC I is wholly owned by OCH LLC.
( 2 )Walgreens Boots Alliance, Inc. ("WBA Parent") may be deemed to have beneficial ownership of such shares of common stock, as WBA Parent is the sole equityholder of WBA Investments, Inc. ("WBA Investments"), which in turn is the majority equityholder of WBA US 1 Co. ("WBA US 1"), which in turn is the sole equityholder of OCH US Holding LLC ("OCH LLC"), which in turn is the sole equityholder of HC I.
( 3 )Each of WBA Parent, WBA Investments, WBA US 1, and OCH LLC disclaims beneficial ownership of the shares of Common Stock owned by HC I except to the extent of its pecuniary interest therein.

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