0000899243-17-008732.txt : 20170327 0000899243-17-008732.hdr.sgml : 20170327 20170327192946 ACCESSION NUMBER: 0000899243-17-008732 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170323 FILED AS OF DATE: 20170327 DATE AS OF CHANGE: 20170327 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BioScrip, Inc. CENTRAL INDEX KEY: 0001014739 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOME HEALTH CARE SERVICES [8082] IRS NUMBER: 050489664 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1600 BROADWAY STREET 2: SUITE 950 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 720 697 5200 MAIL ADDRESS: STREET 1: 1600 BROADWAY STREET 2: SUITE 950 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: MIM CORP DATE OF NAME CHANGE: 19960516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLISEUM CAPITAL PARTNERS, L.P. CENTRAL INDEX KEY: 0001356974 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11993 FILM NUMBER: 17716502 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 FORMER NAME: FORMER CONFORMED NAME: COLISEUM CAPITAL PARTNERS L P DATE OF NAME CHANGE: 20060322 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital, LLC CENTRAL INDEX KEY: 0001409585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11993 FILM NUMBER: 17716503 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 212-488-5555 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Shackelton Christopher S CENTRAL INDEX KEY: 0001430708 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11993 FILM NUMBER: 17716504 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital Management, LLC CENTRAL INDEX KEY: 0001409751 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11993 FILM NUMBER: 17716505 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gray Adam CENTRAL INDEX KEY: 0001454123 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11993 FILM NUMBER: 17716506 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coliseum Capital Partners II, L.P. CENTRAL INDEX KEY: 0001567187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11993 FILM NUMBER: 17716507 BUSINESS ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 BUSINESS PHONE: 203-883-0100 MAIL ADDRESS: STREET 1: 105 ROWAYTON AVENUE CITY: ROWAYTON STATE: CT ZIP: 06853 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-23 0 0001014739 BioScrip, Inc. BIOS 0001409751 Coliseum Capital Management, LLC 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001430708 Shackelton Christopher S 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001409585 Coliseum Capital, LLC 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001356974 COLISEUM CAPITAL PARTNERS, L.P. 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001567187 Coliseum Capital Partners II, L.P. 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 0001454123 Gray Adam 105 ROWAYTON AVENUE ROWAYTON CT 06853 1 0 1 0 Phantom Stock 2017-03-23 4 A 0 20000 0.00 A 2017-05-01 2017-05-01 Common Stock 20000 20000 I See Footnote Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). Each share of phantom stock is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the payment date based on the closing market price of the Common Stock on such date. The fair market value of the shares of phantom stock will be equal to the closing price of the Issuer's Common Stock on the business day immediately preceding the 2017 annual meeting of the Issuer's stockholders. The Issuer filed a preliminary proxy statement on March 24, 2017 establishing May 2, 2017 as the date of the Issuer's 2017 annual meeting of stockholders. Therefore, the fair market value of the shares of phantom stock will be equal to the closing price of the Issuer's Common Stock on May 1, 2017, or such later date if the annual meeting date is changed by the Issuer. The phantom stock was received by Christopher Shackelton ("Shackelton") in connection with his service as a member of the board of directors of the Issuer. Shackelton has agreed that all equity awards he receives for serving as a director of the Issuer shall be issued to Coliseum Capital Partners, L.P. ("CCP"). The Common Stock is held directly by (a) CCP, an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, (b) Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds"), an investment limited partnership of which CC is general partner and for which CCM serves as investment adviser, and (c) a separate account investment advisory client of CCM (the "Separate Account"). Shackelton and Adam Gray ("Gray") are managers of and have an ownership interest in each of CCM and CC, and may be deemed to have an indirect pecuniary interest in the shares held by the Funds and the Separate Account due to CCM's right to receive performance-related fees from the Separate Account and CC's right to receive performance-related fees from the Funds. Each of Shackelton, Gray, CCP, CCP2, the Separate Account, CC and CCM disclaims beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Shackelton is a director of the Issuer. As a result, the following persons may be deemed directors by deputization of the Issuer solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended: CCM, CC, CCP, CCP2, and Gray. Coliseum Capital Management, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2017-03-27 Christopher Shackelton By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2017-03-27 Coliseum Capital, LLC, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2017-03-27 Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner,By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2017-03-27 Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2017-03-27 Adam Gray, By: /s/ Chivonne Cassar, Chivonne Cassar, Attorney-in-fact 2017-03-27