| 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) 02/02/2012 | ||||||||||||||||||||||||||
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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 | 02/02/2012 | M | 40,000 | A | $2.73 | 322,779 | D(2) | |||
| Common Stock, $.0001 Par Value | 02/02/2012 | S(4) | 40,000 | D | $6.34(3) | 282,779 | D(2) | |||
| Common Stock, $.0001 Par Value | 250,000 | I | By The Richard H. Friedman Grantor Retained Annuity Trust(5) | |||||||
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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 | ||||||||
| Option To Purchase Common Stock | $2.73 | 02/02/2012 | M | 40,000 | 04/28/2010(1) | 05/31/2012 | Common Stock, $.0001 Par Value | 40,000 | $0 | 30,000 | D | ||||
| Employee Stock Option (Right to Buy) | $5.8 | 01/02/2004 | 05/31/2012 | Common Stock, $.0001 Par Value | 91,698 | 91,698 | D | ||||||||
| Employee Stock Option (Right to Buy) | $7.03 | 01/02/2005(6) | 05/31/2012 | Common Stock, $.0001 Par Value | 200,000 | 200,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $6.36 | 01/03/2006(6) | 05/31/2012 | Common Stock, $.0001 Par Value | 200,000 | 200,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $7.54 | 01/03/2007(6) | 05/31/2012 | Common Stock, $.0001 Par Value | 200,000 | 200,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $3.46 | 01/02/2008(1) | 05/31/2012 | Common Stock, $.0001 Par Value | 66,667 | 66,667 | D | ||||||||
| Employee Stock Option (Right to Buy) | $7.7 | 01/02/2009(1) | 05/31/2012 | Common Stock, $.0001 Par Value | 130,000 | 130,000 | D | ||||||||
| Employee Stock Option (Right to Buy) | $7.7 | 01/02/2009(1) | 05/31/2012 | Common Stock, $.0001 Par Value | 70,000 | 70,000 | D | ||||||||
| Option To Purchase Common Stock | $6.52 | 04/29/2009(1) | 05/31/2012 | Common Stock, $.0001 Par Value | 112,500 | 112,500 | D | ||||||||
| Explanation of Responses: |
| 1. Vests and becomes exercisable in three equal annual installments commencing on the first anniversary of the date of grant. |
| 2. Includes 10,000 shares owned jointly with Mr. Friedman's spouse. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.09 to $6.90, inclusive. The reporting person undertakes to provide BioScrip, Inc., any security holder of BioScrip, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this Form 4. |
| 4. These sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 15, 2011. |
| 5. Shares of Common Stock are owned by the Richard H. Friedman Grantor Retained Annuity Trust dated June 22, 2009. The 250,000 shares held in the trust were transferred to the trust by Mr. Friedman on June 22, 2009. Mr. Friedman is trustee of the trust and has sole voting and dispositive power with respect to these shares of Common Stock. |
| 6. Fully Vested |
| /s/ Richard H. Friedman | 02/03/2012 | |
| ** 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. | ||