WBA US 1 Form 4 Change in insider ownership

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

X

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^*

Walgreens Boots Alliance, Inc.

(Last) (First) (Middle)

108 WILMOT ROAD

(Street)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023

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
Common Stock	03/01/2023		S(4)		15,475,166	D	$30.3	10,771,926	I(1)(2)(3)	See footnotes(1)(2)(3)

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

1. Name and Address of Reporting Person^*

Walgreens Boots Alliance, Inc.

(Last) (First) (Middle)

108 WILMOT ROAD

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

OCH US Holding LLC

(Last) (First) (Middle)

200 WILMOT ROAD

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HC GROUP HOLDINGS I, LLC

(Last) (First) (Middle)

200 WILMOT ROAD

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WBA US 1 Co.

(Last) (First) (Middle)

108 WILMOT ROAD

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

WBA Investments, Inc.

(Last) (First) (Middle)

108 WILMOT ROAD

(Street)

DEERFIELD IL 60015

(City) (State) (Zip)

Explanation of Responses:

1. These shares of Issuer's common stock ("Common Stock") are held directly by HC Group Holdings I, LLC ("HC I"). HC I is wholly owned by OCH LLC.

2. Walgreens Boots Alliance, Inc. ("WBA Parent") may be deemed to have beneficial ownership of such shares of common stock, as WBA Parent is the sole equityholder of WBA Investments, Inc. ("WBA Investments"), which in turn is the majority equityholder of WBA US 1 Co. ("WBA US 1"), which in turn is the sole equityholder of OCH US Holding LLC ("OCH LLC"), which in turn is the sole equityholder of HC I.

3. Each of WBA Parent, WBA Investments, WBA US 1, and OCH LLC disclaims beneficial ownership of the shares of Common Stock owned by HC I except to the extent of its pecuniary interest therein.

4. Represents sale in underwritten secondary offering to underwriters (13,000,000 shares) and a sale in private transaction to the Issuer (2,475,166 shares), in each case, by HC I.

Remarks:

	Walgreens Boots Alliance, Inc., By: /s/ Joseph B. Amsbary, Jr., Joseph B. Amsbary, Jr., Senior Vice President, Corporate Secretary	03/03/2023
	OCH US Holding LLC, By: /s/ Joseph B. Amsbary, Jr., Joseph B. Amsbary, Jr., Senior Vice President, Corporate Secretary	03/03/2023
	HC Group Holdings I, LLC, By: /s/ Joseph B. Amsbary, Jr., Joseph B. Amsbary, Jr., Senior Vice President, Corporate Secretary	03/03/2023
	WBA US 1 Co., By: /s/ Joseph B. Amsbary, Jr., Joseph B. Amsbary, Jr., Senior Vice President, Corporate Secretary	03/03/2023
	WBA Investments, Inc., By: /s/ Joseph B. Amsbary, Jr., Joseph B. Amsbary, Jr., Senior Vice President, Corporate Secretary	03/03/2023
	** 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.