UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BioScrip, Inc.
(Name of Issuer)
Common Stock, $.0001 par value
(Title of Class of Securities)
09069N108
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing
of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
|
[ ]
|
Rule 13d-1(b)
|
|
[X]
|
Rule 13d-1(c)
|
|
[ ]
|
Rule 13d-1(d)
|
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 17 Pages
Exhibit Index: Page 16
|
1.
|
Names of Reporting Persons
|
Venor Capital Management LP
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
Delaware
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
12,855,619
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
12,855,619
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
12,855,619
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
[ ]
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
10.04%
|
12.
|
Type of Reporting Person (See Instructions)
|
IA
|
1.
|
Names of Reporting Persons
|
Venor Capital Management GP LLC
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
Delaware
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
12,855,619
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
12,855,619
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
12,855,619
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
[ ]
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
10.04%
|
12.
|
Type of Reporting Person (See Instructions)
|
OO
|
1.
|
Names of Reporting Persons
|
Venor Special Situations Fund II LP
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
United States
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
3,774,209
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
3,774,209
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
3,774,209
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
[ ]
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
2.95%
|
12.
|
Type of Reporting Person (See Instructions)
|
OO
|
1.
|
Names of Reporting Persons
|
Venor Special Situations GP LLC
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
United States
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
3,774,209
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
3,774,209
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
3,774,209
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
[ ]
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
2.95%
|
12.
|
Type of Reporting Person (See Instructions)
|
OO
|
1.
|
Names of Reporting Persons
|
Jeffrey A. Bersh
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
United States
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
12,855,619
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
12,855,619
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
12,855,619
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
[ ]
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
10.04%
|
12.
|
Type of Reporting Person (See Instructions)
|
IN
|
1.
|
Names of Reporting Persons
|
Michael J. Wartell
|
2.
|
Check the Appropriate Box If a Member of a Group (See Instructions)
|
|
a.
|
[ ]
|
|
b.
|
[X]
|
|
3.
|
SEC Use Only
|
|
4.
|
Citizenship or Place of Organization
|
United States
|
5.
|
Sole Voting Power
|
|
|
Number of
Shares
|
0
|
|
|
Beneficially
Owned By
Each
|
6.
|
Shared Voting Power
12,855,619
|
|
Reporting
Person
With
|
7.
|
Sole Dispositive Power
0
|
|
8.
|
Shared Dispositive Power
|
|
|
12,855,619
|
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
12,855,619
|
10.
|
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
[ ]
|
11.
|
Percent of Class Represented By Amount in Row (9)
|
10.04%
|
12.
|
Type of Reporting Person (See Instructions)
|
IN
|
Item 1(a).
|
Name of Issuer:
|
|
BioScrip, Inc. (the “Issuer”).
|
|
|
Item 1(b).
|
Address of the Issuer's Principal Executive Offices:
|
|
1600 Broadway, Suite 950
|
|
|
Denver, CO 80202
|
|
|
Item 2(a), 2(b) and 2(c). Name of Person Filing; Address of Principal Business Office or, if None, Residence;
Citizenship:
|
|
|
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting
Persons”:
|
|
(i) Venor Capital Management LP (“Venor Capital Management”), a Delaware
limited partnership, as investment manager to four private investment funds (the “Private Funds”), and investment adviser to an investment account (collectively with the Private Funds, the “Accounts”), with respect to the Shares reported in this
Schedule 13G held by the Accounts.
(ii) Venor Capital Management GP LLC (“Venor Capital GP”), a Delaware
limited liability company, as general partner of Venor Capital Management with respect to the Shares as reported in this Schedule 13G held by the Accounts.
(iii) Venor Special Situations Fund II LP (“Venor Special Situations”), a
Delaware limited partnership and one of the Accounts, with respect to certain of the Shares as reported in this Schedule 13G.
(iv) Venor Special Situations GP LLC (“Venor Special Situations GP”), a
Delaware limited liability company, as general partner of Venor Special Situations with respect to certain of the Shares as reported in this Schedule 13G.
(v) Jeffrey A. Bersh, as a managing member of Venor Capital GP and Venor
Special Situations GP and Co-Chief Investment Officer of Venor Capital Management, with respect to the Shares reported in this Schedule 13G held by the Accounts.
(vi) Michael J. Wartell, as a managing member of Venor Capital GP and
Venor Special Situations GP and Co-Chief Investment Officer of Venor Capital Management, with respect to the Shares reported in this Schedule 13G held by the Accounts.
The citizenship of Venor Capital Management, Venor Capital GP, Venor Special Situations and Venor
Special Situations GP is set forth above. Jeffrey A. Bersh and Michael J. Wartell are United States citizens.
The address of the principal business office of each of the Reporting Persons is 7 Times Square,
Suite 4303, New York, NY 10036.
|
Item 2(d).
|
Title of Class of Securities:
|
|
Common Stock, par value $.0001 (the “Shares”).
|
|
|
Item 2(e).
|
CUSIP Number:
|
|
09069N108
|
|
Item 3.
|
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
|
|
|
(a)
|
[ ] Broker or dealer registered under Section 15 of the Act;
|
|
|
(b)
|
[ ] Bank as defined in Section 3(a)(6) of the Act;
|
|
|
(c)
|
[ ] Insurance Company as defined in Section 3(a)(19) of the Act;
|
|
|
(d)
|
[ ] Investment Company registered under Section 8 of the Investment CompanyAct of 1940;
|
|
|
(e)
|
[ ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
|
|
|
(f)
|
[ ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);
|
|
|
(g)
|
[ ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
|
|
|
(h)
|
[ ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;
|
|
|
(i)
|
[ ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of
1940;
|
|
|
(j)
|
[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
|
|
|
Item 4.
|
Ownership:
|
|
|
Item 4(a).
|
Amount Beneficially Owned:
|
|
|
Venor Capital Management serves as investment manager or investment adviser to the Accounts with respect to which it has voting and
dispositive authority over the Shares reported in this Schedule 13G. Venor Capital GP is the general partner of Venor Capital Management, and as such, it may be deemed to control Venor Capital Management and therefor may be deemed to be
the indirect beneficial owner of the Shares reported in this Schedule 13G. Venor Special Situations is one of the Accounts and directly owns certain of the Shares as reported in this Schedule 13G with respect to which it has voting and
dispositive authority over those Shares. Venor Special Situations GP is the general partner of Venor Special Situations, and as such, it may be deemed to control Venor Special Situations and therefore may be deemed to be the indirect
beneficial owners of certain of the Shares as reported in this Schedule 13G. Mr. Jeffrey A. Bersh is a managing member of Venor Capital GP and Venor Special Situations GP and Co-Chief Investment Officer of Venor Capital Management, and as
such, he may be deemed to control Venor Capital GP, Venor Special Situations GP and Venor Capital Management, respectively, and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G. Mr.
Michael J. Wartell is a managing member of Venor Capital GP and Venor Special Situations GP and Co-Chief Investment Officer of Venor Capital Management, and as such, he may be deemed to control Venor Capital GP, Venor Special Situations GP
and Venor Capital Management, respectively, and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G.
|
||
|
Each of the Reporting Persons hereby disclaims beneficial ownership of any such Shares.
|
||
|
A.
|
Venor Capital Management
|
|
|
(a)
|
Amount indirectly beneficially owned: 12,855,619 Shares.
|
|
|
(b)
|
Percent of class: 10.04%.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|||
|
(ii)
|
Shared power to vote or to direct the vote
|
12,855,619
|
|||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
12,855,619
|
|||
|
B.
|
Venor Capital GP
|
||||
|
(a)
|
Amount indirectly beneficially owned: 12,855,619 Shares.
|
||||
|
(b)
|
Percent of class: 10.04%.
|
||||
|
(c)
|
Number of shares as to which such person has:
|
||||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
12,855,619
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
12,855,619
|
|
C.
|
Venor Special Situations
|
|
|
(a)
|
Amount indirectly beneficially owned: 3,774,209 Shares.
|
|
|
(b)
|
Percent of class: 2.95%.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
3,774,209
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
3,774,209
|
|
D.
|
Venor Special Situations GP
|
|
|
(a)
|
Amount indirectly beneficially owned: 3,774,209 Shares.
|
|
|
(b)
|
Percent of class: 2.95%.
|
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|||
|
(ii)
|
Shared power to vote or to direct the vote
|
3,774,209
|
|||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
3,774,209
|
|||
|
E.
|
Jeffrey A. Bersh
|
||||
|
(a)
|
Amount indirectly beneficially owned: 12,855,619 Shares.
|
||||
|
(b)
|
Percent of class: 10.04%.
|
||||
|
(c)
|
Number of shares as to which such person has:
|
||||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|||
|
(ii)
|
Shared power to vote or to direct the vote
|
12,855,619
|
|||
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|||
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
12,855,619
|
|||
|
F.
|
Michael J. Wartell
|
||||
|
(a)
|
Amount indirectly beneficially owned: 12,855,619 Shares.
|
||||
|
(b)
|
Percent of class: 10.04%.
|
||||
|
(c)
|
Number of shares as to which such person has:
|
||||
|
(i)
|
Sole power to vote or direct the vote
|
0
|
|
|
(ii)
|
Shared power to vote or to direct the vote
|
12,855,619
|
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0
|
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
12,855,619
|
|
Item 5.
|
Ownership of Five Percent or Less of a Class:
|
|
If this statement is being filed to report the fact that as of the date hereof any of the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the class of securities, check the following [ ].
|
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person:
|
|
See Item 4 above.
|
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
Holding Company:
|
|
This Item 7 is not applicable.
|
|
|
Item 8.
|
Identification and Classification of Members of the Group:
|
|
This Item 8 is not applicable.
|
|
|
Item 9.
|
Notice of Dissolution of Group:
|
|
This Item 9 is not applicable.
|
|
|
Item 10.
|
Certification:
|
|
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities
referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having such purpose or effect.
|
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set
forth in this statement is true, complete and correct.
|
Date: February 14, 2019
|
Venor Capital Management LP
|
|
|
By:
|
Venor Capital Management GP LLC, as general partner
|
|
|
Name:
|
/s/ Michael J. Wartell
|
|
|
By:
|
Michael J. Wartell
|
|
|
Title:
|
Managing Member
|
|
|
Date: February 14, 2019
|
Venor Capital Management GP LLC
|
|
|
Name:
|
/s/ Michael J. Wartell
|
|
|
By:
|
Michael J. Wartell
|
|
|
Title:
|
Managing Member
|
|
|
Date: February 14, 2019
|
Venor Special Situations Fund LP
|
|
|
By:
|
Venor Special Situations GP LLC, as general partner
|
|
|
Name:
|
/s/ Michael J. Wartell
|
|
|
By:
|
Michael J. Wartell
|
|
|
Title:
|
Managing Member
|
|
|
Date: February 14, 2019
|
Venor Special Situations GP LLC
|
|
|
Name:
|
/s/ Michael J. Wartell
|
|
|
By:
|
Michael J. Wartell
|
|
|
Title:
|
Managing Member
|
|
|
Date: February 14, 2019
|
/s/ Jeffrey A. Bersh
|
|
|
Jeffrey A. Bersh
|
||
|
Date: February 14, 2019
|
/s/ Michael J. Wartell
|
|
|
Michael J. Wartell
|
||
EXHIBIT INDEX
Page No.
|
A.
|
Joint Filing Agreement, dated as of November 7,
2017, by and among the Reporting Persons
|
17
|
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the
statement on Schedule 13G with respect to the Common Stock, par value $.0001, of BioScrips, Inc., dated as of November 7, 2017, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
|
Date: November 7, 2017
|
Venor Capital Management LP
|
|
|
By:
|
Venor Capital Management GP LLC, as general partner
|
|
|
Name:
|
/s/ Michael J. Wartell
|
|
|
By:
|
Michael J. Wartell
|
|
|
Title:
|
Managing Member
|
|
|
Date: November 7, 2017
|
Venor Capital Management GP LLC
|
|
|
Name:
|
/s/ Michael J. Wartell
|
|
|
By:
|
Michael J. Wartell
|
|
|
Title:
|
Managing Member
|
|
|
Date: November 7, 2017
|
Venor Special Situations Fund LP
|
|
|
By:
|
Venor Special Situations GP LLC, as general partner
|
|
|
Name:
|
/s/ Michael J. Wartell
|
|
|
By:
|
Michael J. Wartell
|
|
|
Title:
|
Managing Member
|
|
|
Date: November 7, 2017
|
Venor Special Situations GP LLC
|
|
|
Name:
|
/s/ Michael J. Wartell
|
|
|
By:
|
Michael J. Wartell
|
|
|
Title:
|
Managing Member
|
|
|
Date: November 7, 2017
|
/s/ Jeffrey A. Bersh
|
|
|
Jeffrey A. Bersh
|
||
|
Date: November 7, 2017
|
/s/ Michael J. Wartell
|
|
|
Michael J. Wartell
|
||