Madison Dearborn Partners Form 4 Option Care Health / SAMUEL M MENCOFF ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS LLC

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS LLC

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS VI-A&C, L.P.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Madison Dearborn Capital Partners VI-A, L.P.

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MDP HC HOLDINGS, LLC

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

HC GROUP HOLDINGS I, LLC

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FINNEGAN PAUL J

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MENCOFF SAMUEL M

(Last)

(First)

(Middle)

C/O MADISON DEARBORN PARTNERS LLC

70 W. MADISON STREET, SUITE 4600

(Street)

CHICAGO

60602

(City)

(State)

(Zip)

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.

	/s/ Annie Terry, by power of attorney for Mr. Mencoff	08/06/2021
	/s/ Annie Terry, by power of attorney for Mr. Finnegan	08/06/2021
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC	08/06/2021
	/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
	/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
	/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
	/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
	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Madison Dearborn Partners Form 4Option Care Health / SAMUEL M MENCOFF ownership change