Madison Dearborn Partners Form 3 Option Care Health / PAUL J FINNEGAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS LLC

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/06/2019

3. Issuer Name and Ticker or Trading Symbol
Option Care Health, Inc. [ BIOS ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	570,454,995(1)	I(2)(3)(4)	See footnote(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS LLC

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MADISON DEARBORN PARTNERS VI-A&C, L.P.

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Madison Dearborn Capital Partners VI-A, L.P.

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MDP HC HOLDINGS, LLC

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HC GROUP HOLDINGS I, LLC

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FINNEGAN PAUL J

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MENCOFF SAMUEL M

(Last) (First) (Middle)

C/O MADISON DEARBORN PARTNERS, LLC

70 W MADISON STREET, SUITE 4600

(Street)

CHICAGO IL 60602

(City) (State) (Zip)

Explanation of Responses:

1. Consists of 570,454,995 shares of the Issuer's common stock ("Common Stock") held directly by HC Group Holdings I, LLC ("HC I").

2. MDP HC Holdings, LLC ("MDP HC") is the controlling equityholder of HC I. Madison Dearborn Capital Partners VI-A, L.P. ("MDP VI-A") is a controlling equityholder of MDP HC. Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C") is the general partner of MDP VI-A. Madison Dearborn Partners, LLC ("MDP LLC") is the general partner of MDP VI-A&C, which in turn is the general partner of MDP VI-A. Elizabeth Q. Betten and Timothy P. Sullivan are Managing Directors of MDP LLC, limited partners of MDP VI-A&C, serve on the board of managers of HC I and serve on the board of directors of Option Care Health, Inc. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee that (by majority vote) controls investment decisions of shares held directly by MDP VI-A, and may be deemed to control the disposition of shares of Common Stock held directly by HC I.

3. (Continued from Footnote 2) By virtue of the relationships described in this footnote, Ms. Betten and Messrs. Sullivan, Finnegan and Mencoff may be deemed to exercise voting and dispositive power with respect to the shares of Common Stock held by HC I. Each of Mr. Finnegan, Mr. Mencoff, MDP LLC, MDP VI-A&C, MDP VI-A and MDP HC disclaims beneficial ownership of the shares of Common Stock owned by HC I except to the extent of its pecuniary interest therein.

4. The other beneficial owners of the reported securities have separately filed Form 3s.

Remarks:

Exhibit 24.1 Power of Attorney, Exhibit 24.2 Power of Attorney

	/s/ Annie Terry, by power of attorney for Mr. Mencoff	08/07/2019
	/s/ Annie Terry, by power of attorney for Mr. Finnegan	08/07/2019
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC	08/07/2019
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the General Partner of Madison Dearborn Partners VI-A&C, L.P.	08/07/2019
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P.	08/07/2019
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P., which is the controlling equityholder of MDP HC Holdings, LLC	08/07/2019
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P., the controlling equityholder of MDP HC Holdings, LLC, the controlling equityholder of HC Group Holdings I, LLC	08/07/2019
	** Signature of Reporting Person	Date
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