0001104659-21-151679.txt : 20211220
0001104659-21-151679.hdr.sgml : 20211220
20211220160622
ACCESSION NUMBER: 0001104659-21-151679
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211217
FILED AS OF DATE: 20211220
DATE AS OF CHANGE: 20211220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MENCOFF SAMUEL M
CENTRAL INDEX KEY: 0001219630
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11993
FILM NUMBER: 211505296
MAIL ADDRESS:
STREET 1: BUCKEYE TECHNOLOGIES INC
STREET 2: 1001 TILLMAN STREET
CITY: MEMPHIS
STATE: TN
ZIP: 38112
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MADISON DEARBORN PARTNERS LLC
CENTRAL INDEX KEY: 0001181100
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11993
FILM NUMBER: 211505301
BUSINESS ADDRESS:
STREET 1: THREE FIRST NATIONAL PLAZA
STREET 2: 70 WEST MADISON STREET, SUITE 4600
CITY: CHICAGO
STATE: IL
ZIP: 60602
BUSINESS PHONE: 3128951000
MAIL ADDRESS:
STREET 1: THREE FIRST NATIONAL PLAZA
STREET 2: 70 WEST MADISON STREET, SUITE 4600
CITY: CHICAGO
STATE: IL
ZIP: 60602
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FINNEGAN PAUL J
CENTRAL INDEX KEY: 0001182031
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11993
FILM NUMBER: 211505297
MAIL ADDRESS:
STREET 1: PO BOX 2000
STREET 2: 3905 DAKOTA STREET SW
CITY: ALEXANDRIA
STATE: MN
ZIP: 56308
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MADISON DEARBORN PARTNERS VI-A&C, L.P.
CENTRAL INDEX KEY: 0001740973
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11993
FILM NUMBER: 211505300
BUSINESS ADDRESS:
STREET 1: 70 WEST MADISON STREET, SUITE 4600
CITY: CHICAGO
STATE: IL
ZIP: 60602
BUSINESS PHONE: (312) 895-1000
MAIL ADDRESS:
STREET 1: 70 WEST MADISON STREET, SUITE 4600
CITY: CHICAGO
STATE: IL
ZIP: 60602
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Madison Dearborn Capital Partners VI-A, L.P.
CENTRAL INDEX KEY: 0001417975
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11993
FILM NUMBER: 211505299
BUSINESS ADDRESS:
STREET 1: Three First National Plaza
STREET 2: SUITE 4600
CITY: Chicago
STATE: IL
ZIP: 60602
BUSINESS PHONE: (312) 895-1000
MAIL ADDRESS:
STREET 1: Three First National Plaza
STREET 2: SUITE 4600
CITY: Chicago
STATE: IL
ZIP: 60602
FORMER NAME:
FORMER CONFORMED NAME: Madison Dearborn Capital Partners VI-A LP
DATE OF NAME CHANGE: 20071108
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: MDP HC HOLDINGS, LLC
CENTRAL INDEX KEY: 0001639951
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11993
FILM NUMBER: 211505298
BUSINESS ADDRESS:
STREET 1: THREE FIRST NATIONAL PLAZA, SUITE 4600
CITY: CHICAGO
STATE: IL
ZIP: 60602
BUSINESS PHONE: 312-985-1000
MAIL ADDRESS:
STREET 1: THREE FIRST NATIONAL PLAZA, SUITE 4600
CITY: CHICAGO
STATE: IL
ZIP: 60602
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Option Care Health, 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: 3000 LAKESIDE DR
STREET 2: SUITE 300N
CITY: BANNOCKBURN
STATE: IL
ZIP: 60015
BUSINESS PHONE: 312 940 2443
MAIL ADDRESS:
STREET 1: 3000 LAKESIDE DR
STREET 2: SUITE 300N
CITY: BANNOCKBURN
STATE: IL
ZIP: 60015
FORMER COMPANY:
FORMER CONFORMED NAME: BioScrip, Inc.
DATE OF NAME CHANGE: 20050314
FORMER COMPANY:
FORMER CONFORMED NAME: MIM CORP
DATE OF NAME CHANGE: 19960516
4
1
tm2135762-2_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2021-12-17
1
0001014739
Option Care Health, Inc.
OPCH
0001181100
MADISON DEARBORN PARTNERS LLC
C/O MADISON DEARBORN PARTNERS, LLC
70 W MADISON STREET, SUITE 4600
CHICAGO
IL
60602
0
0
0
1
Former 10% Owner and Director
0001740973
MADISON DEARBORN PARTNERS VI-A&C, L.P.
C/O MADISON DEARBORN PARTNERS, LLC
70 W MADISON STREET, SUITE 4600
CHICAGO
IL
60602
0
0
0
1
Former 10% Owner and Director
0001417975
Madison Dearborn Capital Partners VI-A, L.P.
C/O MADISON DEARBORN PARTNERS, LLC
70 W MADISON STREET, SUITE 4600
CHICAGO
IL
60602
0
0
0
1
Former 10% Owner and Director
0001639951
MDP HC HOLDINGS, LLC
C/O MADISON DEARBORN PARTNERS, LLC
70 W MADISON STREET, SUITE 4600
CHICAGO
IL
60602
0
0
0
1
Former 10% Owner and Director
0001182031
FINNEGAN PAUL J
C/O MADISON DEARBORN PARTNERS, LLC
70 W MADISON STREET, SUITE 4600
CHICAGO
IL
60602
0
0
0
1
Former 10% Owner and Director
0001219630
MENCOFF SAMUEL M
C/O MADISON DEARBORN PARTNERS, LLC
70 W MADISON STREET, SUITE 4600
CHICAGO
IL
60602
0
0
0
1
Former 10% Owner and Director
Common Stock, par value $0.0001
2021-12-17
4
J
0
37247092
D
0
I
See footnotes
Common Stock, par value $0.0001
56994
I
By Samuel M. Mencoff
Common Stock, par value $0.0001
56995
I
By Paul J. Finnegan
In connection with the merger transaction on December 17, 2021 (the "Reorganization Merger"), an affiliate of Walgreens Boots Alliance, Inc. acquired control over HC Group Holdings I, LLC, a Delaware limited liability company ("HC I"), which directly held 37,247,092 shares of the Issuer's Common Stock (the "HC I Shares") as previously reflected on the Reporting Persons' filings. As a result of the Reorganization Merger, the Reporting Persons ceased to have voting or dispositive power over the HC I Shares but experienced no change in pecuniary interest because the Reporting Persons had no pecuniary interest in the HC I Shares.
MDP HC was formerly 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, served 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.
(Continued from Footnote 2) 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 reported securities. 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 reported securities except to the extent of its pecuniary interest therein.
The other beneficial owners of the reported securities have separately filed Form 4s.
The reported securities are shares of common stock directly held by Mr. Mencoff. With the exception of Mr. Mencoff, each of the reporting persons disclaim any pecuniary interest in such securities.
The reported securities are shares of common stock directly held by Mr. Finnegan. With the exception of Mr. Finnegan, each of the reporting persons disclaim any pecuniary interest in such securities.
This filing constitutes an exit filing for (i) MDP HC, (ii) MDCP VI-A, (iii) MDP VI-A&C, (iv) MDP LLC, (v) Mr. Mencoff and (vi) Mr. Finnegan (collectively, the "Reporting Persons"), as the Reporting Persons are no longer subject to Section 16 of the Exchange Act as a result of the Transaction reported above.
/s/ Annie Terry, by power of attorney for Mr. Mencoff
2021-12-20
/s/ Annie Terry, by power of attorney for Mr. Finnegan
2021-12-20
/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC
2021-12-20
/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the General Partner of Madison Dearborn Partners VI-A&C, L.P.
2021-12-20
/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P.
2021-12-20
/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
2021-12-20