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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BioScrip, Inc. [ BIOS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/12/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $.0001 par value | 935,668 | D | ||||||||
Common Stock, $.0001 par value | 20,000 | I | By Shares Held By Ltd Partnership(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (Right to Buy) | $7.7 | 02/12/2008 | A | 70,000(2) | 01/02/2009 | 01/02/2018 | Common Stock, $.0001 par value | 70,000 | $0.00 | 70,000 | D | ||||
Employee Stock Option | $3.46 | 01/02/2008(3) | 01/02/2017 | Common Stock, $.0001 par value | 200,000 | 200,000 | D | ||||||||
Employee Stock Option (Right to Buy Common Stock) | $2.16 | 10/08/2000(4) | 10/08/2009 | Common Stock, $.0001 par value | 207,806 | 207,806 | D | ||||||||
Employee Stock Option (Right to Buy Common Stock) | $2.37 | 10/08/2000(4) | 10/08/2009 | Common Stock, $.0001 par value | 42,194 | 42,194 | D | ||||||||
Employee Stock Option (Right to Buy Common Stock) | $12.2 | 11/28/2002(4) | 11/20/2011 | Common Stock, $.0001 par value | 200,000 | 200,000 | D | ||||||||
Employee Stock Option (Right to Buy Common Stock) | $17.8 | 01/02/2003(4) | 01/02/2012 | Common Stock, $.0001 par value | 200,000 | 200,000 | D | ||||||||
Employee Stock Option (Right to Buy Common Stock) | $5.8 | 01/02/2004(4) | 01/02/2013 | Common Stock, $.0001 par value | 200,000 | 200,000 | D | ||||||||
Employee Stock Option (Right to Buy Common Stock) | $7.54 | 01/03/2007(3) | 01/03/2016 | Common Stock, $.0001 par value | 200,000 | 200,000 | D | ||||||||
Employee Stock Option (Right to Buy Common Stock) | $7.03 | 01/02/2005(4) | 01/02/2014 | Common Stock, $.0001 par value | 200,000 | 200,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $6.36 | 01/03/2006(4) | 01/03/2015 | Common Stock, $.0001 par value | 200,000 | 200,000 | D | ||||||||
Employee Stock Option (Right to Buy) | $7.7 | 01/02/2009 | 01/02/2018 | Common Stock, $.0001 par value | 130,000 | 130,000(2) | D |
Explanation of Responses: |
1. Shares of Common Stock are owned by the Richard Friedman Family Limited Partnership, of which Mr. Friedman is a general and limited partner. Mr. Friedman has shared voting and dispositive power with respect to these shares of Common Stock. |
2. Pursuant to the terms of the Restated Employment Agreement, dated November 29, 2006, between the reporting person and the issuer, the reporting person is entitled to receive a grant of options to purchase 200,000 shares of the issuer's common stock on the first business day of each year. On January 2, 2008 there was an insufficient number of shares remaining available for grant under the issuer's stock option plan to issue the full number of options that the reporting person was entitled to receive on such date. As a result of such shortfall the reporting person was issued options to purchase 130,000 shares. Due to certain option cancellations after January 2, 2008 additional shares became available for grant under the stock option plan and the balance of the 70,000 was issued to the reporting person on February 12, 2008. |
3. Vests and becomes exercisable in three equal annual installments commencing on the first anniversary of the date of grant. |
4. Fully Vested |
/s/ Richard H. Friedman | 02/13/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |