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
 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Coliseum Capital Management, LLC

(Last) (First) (Middle)
105 ROWAYTON AVENUE

(Street)
ROWAYTON CT 06853

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BioScrip, Inc. [ BIOS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/03/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Cash-Settled Restricted Stock Unit (1) 06/03/2019 A 18,905 (2) (2) Common Stock 18,905 $0.00(3) 18,905 I See footnotes(3)(4)(5)
1. Name and Address of Reporting Person*
Coliseum Capital Management, LLC

(Last) (First) (Middle)
105 ROWAYTON AVENUE

(Street)
ROWAYTON CT 06853

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Shackelton Christopher S

(Last) (First) (Middle)
105 ROWAYTON AVENUE

(Street)
ROWAYTON CT 06853

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Coliseum Capital, LLC

(Last) (First) (Middle)
105 ROWAYTON AVENUE

(Street)
ROWAYTON CT 06853

(City) (State) (Zip)
1. Name and Address of Reporting Person*
COLISEUM CAPITAL PARTNERS, L.P.

(Last) (First) (Middle)
105 ROWAYTON AVENUE

(Street)
ROWAYTON CT 06853

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Coliseum Capital Partners II, L.P.

(Last) (First) (Middle)
105 ROWAYTON AVENUE

(Street)
ROWAYTON CT 06853

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Gray Adam

(Last) (First) (Middle)
105 ROWAYTON AVENUE

(Street)
ROWAYTON CT 06853

(City) (State) (Zip)
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
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.
Coliseum Capital Management, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/05/2019
Christopher Shackelton, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/05/2019
Coliseum Capital, LLC, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/05/2019
Coliseum Capital Partners, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in- fact 06/05/2019
Coliseum Capital Partners II, L.P., By: Coliseum Capital, LLC, its General Partner, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in- fact 06/05/2019
Adam Gray, By: /s/ Thomas Sparta, Thomas Sparta, Attorney-in-fact 06/05/2019
** 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.