SEC Filing | Option Care Health, Inc.

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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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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^*

DENNESS RICHARD

(Last)

(First)

(Middle)

C/O OPTION CARE HEALTH, INC.

3000 LAKESIDE DRIVE, SUITE 300N

(Street)

BANNOCKBURN

60015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Option Care Health, Inc. [ OPCH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/01/2020		M		4,735	A	$0	52,077⁽¹⁾	D
Common Stock	08/01/2020		F		1,352	D	$11.78	50,725	D
Common Stock	08/06/2020		M		21,187	A	$0	71,912	D
Common Stock	08/06/2020		F		6,709	D	$12.16	65,203	D
Common Stock	08/01/2021		M		4,735	A	$0	69,938	D
Common Stock	08/01/2021		F		1,281	D	$20.72	68,657	D
Common Stock	03/09/2022		F		3,288	D	$26.16	65,369	D
Common Stock	02/17/2023		M		2,348	A	$0	67,717	D
Common Stock	02/17/2023		F		760	D	$29.38	66,957	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	08/01/2020		M			4,735⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	4,735	$0	4,735	D
Restricted Stock Unit	⁽²⁾	08/06/2020		M			21,187⁽⁵⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	21,187	$0	0	D
Restricted Stock Unit	⁽²⁾	08/01/2021		M			4,735	⁽⁴⁾	⁽⁴⁾	Common Stock	4,735	$0	0	D
Restricted Stock Unit	⁽²⁾	02/17/2023		M			2,348	⁽⁶⁾	⁽⁶⁾	Common Stock	2,348	$0	7,044	D

Explanation of Responses:

1. Previous number of shares beneficially owned, 92,236, reported on the Form 4 filed on July 13, 2021, has been adjusted to 47,342 to reflect the 1-for-4 reverse stock split of the Issuer's Common Stock that occurred on February 3, 2020.

2. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Common Stock.

3. Number of RSUs vesting was adjusted from 37,878 RSUs to 9,470 RSUs to reflect the 1-for-4 reverse stock split of Issuer's Common Stock that occurred on February 3, 2020.

4. Fully vested.

5. Number of RSUs vesting was adjusted from 84,746 RSUs to 21,187 RSUs to reflect the 1-for-4 reverse stock split of Issuer's Common Stock that occurred on February 3, 2020.

6. All restricted stock units granted in this award vest as to 25% of the underlying shares of Common Stock on each of the first, second, third and fourth anniversary of the grant date, February 27, 2022.

Remarks:

Exhibit List: Exhibit 24-Power of Attorney

	/s/ Sarah Kim, attorney-in-fact for Mr. Denness	02/22/2023
	** 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.

APRIL 1, 2022
POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS

 KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes
 and appoints each of Michael Shapiro, Sarah Kim and Michael Bavaro,
 signing singly, the undersigneds true and lawful attorney-in-fact to:
(i) execute for and on behalf of the undersigned, in the
 undersigneds capacity as an officer and/or director and/or owner of
 greater than 10% of the outstanding shares of common stock of
 Option Care Health, Inc., a Delaware corporation (the Company),
 Forms 3, 4 and 5 (including any amendments, supplements or exhibits
 thereto) in accordance with Section 16(a) of the Securities Exchange
 Act of 1934 and the rules thereunder; (ii) do and perform any and
 all acts for and on behalf of the undersigned which may be necessary
 or desirable to complete and execute any such Form 3, 4 or 5
 (including any amendments, supplements or exhibits thereto)
 and timely file such form with the United States Securities
 and Exchange Commission (the SEC) and any stock exchange or
 similar authority, including the New York Stock Exchange, and
 including without limitation the filing of a Form ID or any
 other documents necessary or appropriate to enable the undersigned
 to file the Form 3, 4 and 5 electronically with the SEC; (iii)
 seek or obtain, as the undersigneds representative and on the
 undersigneds behalf, information on transactions in the Companys
 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 each of the undersigneds attorneys-in-fact
 appointed by this Power of Attorney and ratifies any such
 release of information; and (iv) 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,
 it being understood that the documents executed by such attorney-in-fact
 on behalf of the undersigned pursuant to this Power of Attorney shall be
 in such form and shall contain such terms and conditions as such
 attorney-in-fact may approve in such attorney-in-facts discretion.

 The undersigned hereby grants to each such attorney-in-fact full
 power and authority to do and perform any and every act and thing
 whatsoever requisite, necessary or proper to be done in the exercise
 of any of the rights and powers herein granted, as fully to all
 intents and purposes as the undersigned might or could do if personally
 present, with full power of substitution or revocation, hereby ratifying
 and confirming all that such attorney-in-fact, or such attorney-in-facts
 substitute or substitutes, shall lawfully do or cause to be done by virtue
 of this power of attorney and the rights and powers herein granted.
 The undersigned acknowledges that the foregoing attorneys-in-fact,
 in serving in such capacity at the request of the undersigned, are not
 assuming, nor is the Company assuming, any of the undersigneds
 responsibilities to comply with Section 16 of the Securities
 Exchange Act of 1934.

 This 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 undersigneds holdings of  and transactions in securities
 issued by the Company, unless earlier revoked by the undersigned in
 a signed writing delivered to the foregoing attorneys-in-fact.

 IN WITNESS WHEREOF, the undersigned has caused this Power of
 Attorney to be executed as of date first written above.


Signed and acknowledged:

/s/ Richard Denness