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 BIOSCRIP, INC.

1600 BROADWAY, SUITE 700

(Street)

DENVER

08202

(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 STRATEGY OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2020

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, par value $0.0001	03/09/2020		A		22,492⁽¹⁾	A	$0	82,348	D
Common Stock, par value $0.0001	02/23/2021		A		9,888⁽²⁾	A	$0	92,236	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)
Stock Option (Right to Buy)	$13.34	03/09/2020		A		43,312		⁽³⁾	03/09/2030	Common Stock	43,312	$0	43,312	D
Stock Option (Right to Buy)	$18.97	02/23/2021		A		19,348		⁽⁴⁾	02/23/2031	Common Stock	19,348	$0	19,348	D

Explanation of Responses:

1. The reporting person received an award of restricted stock units on March 9, 2020. The number of restricted stock units granted was calculated to reflect $300,000 of value based on the closing price of the issuer's common stock on March 9, 2020, the date when the issuer's compensation committee approved equity awards for 2020.

2. The reporting person received an award of restricted stock units on February 23, 2021. The number of restricted stock units granted was calculated to reflect $187,500 of value based on the closing price of the issuer's common stock on February 23, 2021, the date when the issuer's compensation committee approved changes to compensation for 2021.

3. The stock option will vest as to 50% of the underlying shares of Common Stock on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date.

4. The stock option will vest as to 50% of the underlying shares of Common Stock on the second anniversary of the grant date and 25% on each of the third and fourth anniversaries of the grant date.

Remarks:

Exhibit 24.1 Power of Attorney

	/s/ Clifford E. Berman, by power of attorney	07/13/2021
	** 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).
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