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Filing Details

Accession Number:: 0000950142-13-001861
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-20 16:40:09
Reporting Period:: 2013-08-19

Filing Date:: 2013-08-20
Accepted Time:: 2013-08-20 16:40:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1014739	Bioscrip Inc.	BIOS	Retail-Drug Stores And Proprietary Stores (5912)	050489664

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1299793	P L V Investors Offshore Kohlberg	C/O Kohlberg &Amp; Co., L.l.c. 111 Radio Circle Mt Kisco NY 10549	No	No	Yes	No
1299826	P L V Investors Te Kohlberg	C/O Kohlberg &Amp; Co., L.l.c. 111 Radio Circle Mt Kisco NY 10549	No	No	Yes	No
1299880	P L V Investors Kohlberg	C/O Kohlberg &Amp; Co., L.l.c. 111 Radio Circle New York NY 10549	No	No	Yes	No
1355075	Kohlberg Management V, Llc	C/O Kohlberg &Amp; Co., L.l.c. 111 Radio Circle Mount Kisco NY 10549	No	No	Yes	Yes
1355081	Kohlberg Partners V, L.p.	C/O Kohlberg &Amp; Co., L.l.c. 111 Radio Circle Mount Kisco NY 10549	No	No	Yes	No
1423072	Koco Investors V, L.p.	C/O Kohlberg &Amp; Co., L.l.c. 111 Radio Circle Drive Mt. Kisco NY 10549	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock (Par Value $0.0001 Per Share)	Disposition	2013-08-19	6,895,873	$13.00	1,788,542	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Common Stock Warrants (right to buy)	$10.00	2010-03-25	2015-03-25	3,004,887	3,004,887	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2015-03-25	3,004,887	3,004,887	Indirect

Footnotes

On August 19, 2013, 6,895,873 shares of common stock were sold by the Funds (as defined below) for $13.00 per share pursuant to an underwritten public offering.
The 6,895,873 shares of common stock sold by the Funds consisted of: (i) 3,639,470 shares sold by Kohlberg Investors V, L.P. ("Investors"), (ii) 204,937 shares sold by Kohlberg Partners V, L.P. ("Partners"), (iii) 243,790 shares sold by Kohlberg Offshore Investors V, L.P. ("Offshore"), (iv) 2,646,938 shares sold by Kohlberg TE Investors, V. L.P. ("TE") and (v) 160,738 shares sold by KOCO Investors V, L.P. ("KOCO" and collectively with Investors, Partners, Offshore and TE, the "Funds").
The price reflects the proceeds before expenses, consisting of the public offering price of $13.65 minus the underwriting discount of $0.65.
The 1,788,542 shares of common stock of the Issuer, par value $0.0001 per share (the "Shares"), reported herein are directly beneficially owned as follows: (i) 943,949 Shares are owned by Investors, (ii) 53,153 Shares are owned by Partners, (iii) 63,230 Shares are owned by Offshore, (iv) 686,521 Shares are owned by TE and (v) 41,689 Shares are owned by KOCO.
Pursuant to a Warrant Agreement with the Issuer, each of Investors, Partners, Offshore, TE and KOCO directly own warrants (collectively, the "Warrants") representing the right to purchase 1,585,904 Shares, 89,302 Shares, 106,232 Shares, 1,153,407 Shares and 70,042 Shares, respectively. The Warrants may be exercised at any time prior to March 25, 2015. The initial exercise price of the Warrants is equal to $10.00 per Share, subject to certain adjustments in accordance with the terms of the Warrant Agreement.
The securities reported as directly beneficially owned by the Funds in footnotes 4 and 5 hereof may be deemed to be indirectly beneficially owned by Kohlberg Management V, L.L.C., which is the general partner of each of the Funds.
The Funds acquired the Shares, the Warrants and other consideration from the Issuer in consideration for their interest in Critical Homecare Solutions Holdings, Inc. ("CHS"), pursuant to a merger of CHS into a wholly owned subsidiary of the Issuer on March 25, 2010. The merger agreement, which was entered into on January 24, 2010, valued the Shares and the Shares to be acquired upon the exercise of the Warrants at $8.3441 per Share, which was calculated based on the volume weighted trading average price of the Shares over the 10-day period ended January 22, 2010. Of the 12,653,165 Shares issued to the Funds pursuant to the merger agreement, 768,542 Shares are currently being held in escrow and are subject to forfeiture to satisfy any indemnity or purchase price adjustment payments to be made to the Issuer.
Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.