Statement of Changes in Beneficial Ownership (4)
June 05 2019 - 6:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Coliseum Capital Management, LLC
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2. Issuer Name
and
Ticker or Trading Symbol
BioScrip, Inc.
[
BIOS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
105 ROWAYTON AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/3/2019
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(Street)
ROWAYTON, CT 06853
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Cash-Settled Restricted Stock Unit
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(1)
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6/3/2019
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A
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18905
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(2)
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(2)
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Common Stock
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18905
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$0.00
(3)
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18905
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I
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See footnotes
(3)
(4)
(5)
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Explanation of Responses:
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(1)
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Each cash-settled restricted stock unit ("Cash-Settled RSU") is the economic equivalent of one share of the Issuer's common stock (the "Common Stock"). Each vested Cash-Settled RSU is entitled to a cash payment equal to the fair market value of one share of the Common Stock as of the Vesting Date (as defined below) based on the closing market price of the Common Stock on such date, or if no such closing market price is available on such date, for the immediately preceding business day.
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(2)
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The Cash-Settled RSUs will vest upon the earlier of (i) the consummation of a change of control or (ii) the date that is one day prior to the date of the Issuer's 2020 Annual Meeting of Stockholders (the earlier to occur of (i) or (ii), the "Vesting Date"), provided that Christopher Shackelton ("Shackelton") remains in the continuous service as a member of the board of directors of the Issuer at all times following the grant date (June 3, 2019) and prior to the Vesting Date.
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(3)
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The Cash-Settled RSUs were granted on June 3, 2019 under the Issuer's 2018 Equity Incentive Plan. These securities were received by 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"). CCP is 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.
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(4)
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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 CCP, Coliseum Capital Partners II, L.P. ("CCP2" and, together with CCP, the "Funds") and a separate account investment advisory client of CCM (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.
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(5)
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Following the transaction reported herein, CCP, CCP2 and the Separate Account directly owned 1,167,330; 260,942; and 460,719 shares of Common Stock, respectively.
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Remarks:
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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Coliseum Capital Management, LLC
105 ROWAYTON AVENUE
ROWAYTON, CT 06853
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X
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X
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Shackelton Christopher S
105 ROWAYTON AVENUE
ROWAYTON, CT 06853
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X
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X
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Coliseum Capital, LLC
105 ROWAYTON AVENUE
ROWAYTON, CT 06853
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X
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X
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COLISEUM CAPITAL PARTNERS, L.P.
105 ROWAYTON AVENUE
ROWAYTON, CT 06853
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X
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X
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Coliseum Capital Partners II, L.P.
105 ROWAYTON AVENUE
ROWAYTON, CT 06853
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X
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X
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Gray Adam
105 ROWAYTON AVENUE
ROWAYTON, CT 06853
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X
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X
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Signatures
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Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact
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6/5/2019
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**
Signature of Reporting Person
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Date
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Christopher Shackelton, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact
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6/5/2019
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**
Signature of Reporting Person
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Date
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Coliseum Capital, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact
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6/5/2019
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**
Signature of Reporting Person
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Date
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Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in- fact
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6/5/2019
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**
Signature of Reporting Person
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Date
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Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in- fact
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6/5/2019
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**
Signature of Reporting Person
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Date
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Adam Gray, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact
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6/5/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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