Sec Form 4 Filing - Apria Holdings LLC @ Apria, Inc. - 2022-03-29

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
Apria Holdings LLC
2. Issuer Name and Ticker or Trading Symbol
Apria, Inc. [ APR]
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)
C/O BLACKSTONE INC.,, 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/29/2022
(Street)
NEW YORK, NY10154
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 03/29/2022 S 14,187,515 D $ 37.5( 1 ) 0 I See Footnotes( 2 )( 3 )( 4 )( 5 )( 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
Apria Holdings LLC
C/O BLACKSTONE INC.,
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BP Healthcare Holdings LLC
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BLACKSTONE CAPITAL PARTNERS V L P
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Management Associates V L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BMA V L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III GP L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III GP Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
APRIA HOLDINGS LLC, By: /s/ Gregory Perez, Name: Gregory Perez, Title: Vice President and Secretary 03/29/2022
Signature of Reporting Person Date
BP HEALTHCARE HOLDINGS LLC, By: /s/ Gregory Perez, Name: Gregory Perez, Title: Authorized Signatory 03/29/2022
Signature of Reporting Person Date
BLACKSTONE CAPITAL PARTNERS V L.P., By: Blackstone Management Associates V L.L.C., its general partner, By: BMA V L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Authorized Signatory 03/29/2022
Signature of Reporting Person Date
BLACKSTONE MANAGEMENT ASSOCIATES V L.L.C., By: BMA V L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Authorized Signatory 03/29/2022
Signature of Reporting Person Date
BMA V L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Authorized Signatory 03/29/2022
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Senior Managing Director 03/29/2022
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Senior Managing Director 03/29/2022
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Senior Managing Director 03/29/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 29, 2022, Owens & Minor, Inc. ("Owens & Minor") acquired the Issuer pursuant to a certain Agreement and Plan of Merger dated as of January 7, 2022 (the "Merger Agreement"), by and among the Issuer, Owens & Minor and StoneOak Merger Sub Inc., an indirect, wholly owned subsidiary of Owens & Minor ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer surviving the Merger as an indirect, wholly owned subsidiary of Owens & Minor. At the effective time of the Merger, each issued and outstanding share of the Issuer's Common Stock (other than certain excluded shares) automatically converted into the right to receive $37.50 per share in cash, without interest and subject to applicable withholding tax.
( 2 )Reflects shares held directly by Apria Holdings LLC. The controlling member of Apria Holdings LLC is BP Healthcare Holdings LLC. The controlling member of BP Healthcare Holdings LLC is Blackstone Capital Partners V L.P. The general partner of Blackstone Capital Partners V L.P. is Blackstone Management Associates V L.L.C. The sole member of Blackstone Management Associates V L.L.C. is BMA V L.L.C. The managing member of BMA V L.L.C. is Blackstone Holdings III L.P. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.
( 3 )The sole member of Blackstone Holdings III GP Management L.L.C. is Blackstone Inc. The sole holder of the Series II preferred stock of Blackstone Inc. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
( 4 )Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.
( 5 )Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
( 6 )Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.

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