SEC FORM
4
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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| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O BIOSCRIP, INC. |
| 100 CLEARBROOK ROAD |
(Street)
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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)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| President and CEO |
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3. Date of Earliest Transaction
(Month/Day/Year)
03/28/2013
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction 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
(Month/Day/Year) |
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: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Stock Option (Right to Buy) |
$12.71
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03/28/2013 |
|
A |
|
200,000 |
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03/28/2014
|
03/28/2023 |
Common Stock, $.0001 Par Value |
200,000 |
$0
|
200,000 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Kimberlee C. Seah, attorney-in-fact for Mr. Smith |
04/01/2013 |
|
** 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. |
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Kimberlee C. Seah and Donald
Figliulo, or either of them, each acting individually, as the
undersigned's true and lawful attorney-in-fact, with full power
and authority as hereinafter described on behalf of and in the name,
place and stead of the undersigned, in the undersigned?s
capacity as an officer and/or director of BioScrip, Inc.,
a Delaware corporation (the "Company"), to:
1. prepare, execute, acknowledge, deliver and file in the
undersigned's name and on the undersigned's behalf, and submit
to the United States Securities and Exchange Commission (the "SEC"),
a Form ID (including any amendments thereto) and any other documents
necessary or appropriate to obtain codes and passwords for the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to
time (the "Exchange Act");
2. prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of
the Company required to be filed with the SEC, any national securities
exchanges and the Company pursuant to Section 16(a) of the Exchange Act;
3. seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit
plan administrators and trustees, and the undersigned hereby authorizes
any such person to release any such information to the undersigned
and approves and ratifies any such release of information; and
4. take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by,
the undersigned in connection with the foregoing.
The undersigned acknowledges that:
i) This Limited Power of Attorney authorizes, but does not require,
each such attorney-in-fact to act in their discretion on information
provided to such attorney-in-fact without independent verification
of such information.
ii) Any documents prepared and/or executed by either of such
attorneys-in-fact on behalf of the undersigned pursuant to this
Limited Power of Attorney will be in such form and will
contain such information and disclosure as such attorney-in-fact,
in his or her discretion, deems necessary or desirable.
iii) Neither the Company nor either of such attorneys-in-fact
assumes (A) any liability for the undersigned's responsibility
to comply with the requirement of the Exchange Act, (B) any liability
of the undersigned for any failure to comply with such requirements,
or (C) any obligation or liability of the undersigned for profit
disgorgement under Section 16(b) of the Exchange Act.
iv) This Limited Power of Attorney does not relieve the undersigned
from responsibility for compliance with the undersigned's
obligations under the Exchange Act, including without limitation
the reporting requirements under Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all
and every act and thing whatsoever requisite, necessary or
appropriate to be done in and about the foregoing matters as fully
to all intents and purposes as the undersigned might or could do if
present, hereby ratifying all that each such attorney-in-fact of,
for and on behalf of the undersigned, shall lawfully do or cause
to be done by virtue of this Limited Power of Attorney.
This Limited Power of Attorney supersedes any power of
attorney previously executed by the undersigned regarding
the purposes outlined in the first paragraph hereof
("Prior Powers of Attorney"), and the authority of
the attorneys-in-fact named in any Prior Powers of Attorney
is hereby revoked.
This Limited Power of Attorney shall remain in full force
and effect until the undersigned is no longer required to
file Forms 3, 4 and 5 with respect to the undersigned's
holdings and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered
to each such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8th day of August, 2012.
/s/Richard M. Smith
Signature
Richard M. Smith
Print Name
