CUSIP NO. 68404L201
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SCHEDULE 13D
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Page 2 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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Walgreens Boots Alliance, Inc. |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See item 3)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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State of Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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37,247,092 (1)
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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37,247,092 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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37,247,092 (1)
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.7% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO, HC
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(1) |
Amount consists of 37,247,092 shares of Option Care Health, Inc., a Delaware corporation (“Option Care Health” or the “Issuer”), common stock, par value $0.0001 per share (“Common Stock”), issued to HC Group
Holdings I, LLC (“HC I”). 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 with voting power of WBA Investments, Inc., a
Delaware corporation (“WBA Investments”), which in turn is the majority equityholder of WBA US 1 Co., a Delaware corporation (“WBA US 1”), which in turn is the sole equityholder of OCH US Holding LLC, a Delaware limited liability company
(“OCH LLC”), which in turn is the sole equityholder of HC I.
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(2) |
The percentage ownership is based upon 179,875,193 shares of Common Stock issued and outstanding as of November 2, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the United States
Securities and Exchange Commission (the “SEC”) on November 4, 2021.
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CUSIP NO. 68404L201
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SCHEDULE 13D
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Page 3 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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HC Group Holdings I, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
|
||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See item 3)
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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State of Delaware
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,247,092 (1)
|
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|||
|
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||||
9
|
SOLE DISPOSITIVE POWER
|
|
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0
|
|
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|||
|
|
||||
10
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SHARED DISPOSITIVE POWER
|
|
|
||
37,247,092 (1)
|
|
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|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,247,092 (1)
|
|
|
|||
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|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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☐
|
||
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|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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20.7% (2)
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|||
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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(1) |
Amount consists of 37,247,092 shares of Common Stock issued to HC I.
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(2) |
The percentage ownership is based upon 179,875,193 shares of Common Stock issued and outstanding as of November 2, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on
November 4, 2021.
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CUSIP NO. 68404L201
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SCHEDULE 13D
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Page 4 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
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OCH US Holding LLC
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
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SEC USE ONLY
|
|
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||
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|||
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO (See item 3)
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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State of Delaware
|
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|||
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|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
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|
||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
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||
20.7% (2)
|
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|||
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|
||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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|||
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(1) |
Amount consists of 37,247,092 shares of Common Stock issued to HC I. OCH LLC may be deemed to have beneficial ownership of such shares of Common Stock as the sole equityholder of HC I.
|
(2) |
The percentage ownership is based upon 179,875,193 shares of Common Stock issued and outstanding as of November 2, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on
November 4, 2021.
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CUSIP NO. 68404L201
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SCHEDULE 13D
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Page 5 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
|
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WBA US 1 Co.
|
|
|
|||
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|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
State of Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
20.7% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
(1) |
Amount consists of 37,247,092 shares of Common Stock issued to HC I. WBA US 1 may be deemed to have beneficial ownership of such shares of Common Stock as the sole equityholder of OCH LLC, which in turn is
the sole equityholder of HC I.
|
(2) |
The percentage ownership is based upon 179,875,193 shares of Common Stock issued and outstanding as of November 2, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on
November 4, 2021.
|
CUSIP NO. 68404L201
|
SCHEDULE 13D
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Page 6 of 12 Pages
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1
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NAMES OF REPORTING PERSONS
|
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WBA Investments, Inc.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
State of Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
37,247,092 (1)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
20.7% (2)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
CO, HC
|
|
|
|||
|
|
(1) |
Amount consists of 37,247,092 shares of Common Stock issued to HC I. WBA Investments may be deemed to have beneficial ownership of such shares of Common Stock, as WBA Investments is the majority equityholder
of WBA US 1, which in turn is the sole equityholder of OCH LLC, which in turn is the sole equityholder of HC I.
|
(2) |
The percentage ownership is based upon 179,875,193 shares of Common Stock issued and outstanding as of November 2, 2021, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on
November 4, 2021.
|
CUSIP NO. 68404L201
|
SCHEDULE 13D
|
Page 7 of 12 Pages
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Item 1. |
Security and Issuer
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Item 2. |
Identity and Background.
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CUSIP NO. 68404L201
|
SCHEDULE 13D
|
Page 8 of 12 Pages
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Item 3. |
Source and Amount of Funds or Other Consideration
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Item 4. |
Purpose of Transaction.
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CUSIP NO. 68404L201
|
SCHEDULE 13D
|
Page 9 of 12 Pages
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CUSIP NO. 68404L201
|
SCHEDULE 13D
|
Page 10 of 12 Pages
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Item 5. |
Interest in Securities of the Issuer.
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CUSIP NO. 68404L201
|
SCHEDULE 13D
|
Page 11 of 12 Pages
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
Item 7. |
Materials to be Filed as Exhibits.
|
Joint Filing Agreement, by and among the Reporting Persons, dated as of December 20, 2021.
|
||
Exhibit 2
|
Director Nomination Agreement, by and among the Issuer and HC I (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 7, 2019).
|
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Exhibit 3
|
Registration Rights Agreement, by and among the Issuer and HC I (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 7, 2019).
|
CUSIP NO. 68404L201
|
SCHEDULE 13D
|
Page 12 of 12 Pages
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WALGREENS BOOTS ALLIANCE, INC.
|
|||
By:
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\s\ Joseph B. Amsbary, Jr.
|
||
Name:
|
Joseph B. Amsbary, Jr.
|
||
Title:
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Vice President, Corporate Secretary
|
||
HC GROUP HOLDINGS I, LLC
|
|||
By:
|
\s\ Manmohan Mahajan
|
||
Name:
|
Manmohan Mahajan
|
||
Title:
|
President
|
||
OCH US HOLDING LLC
|
|||
By:
|
\s\ Mark Weisz
|
||
Name:
|
Mark Weisz
|
||
Title:
|
President
|
||
WBA US 1 CO.
|
|||
By:
|
\s\ Manmohan Mahajan
|
||
Name:
|
Manmohan Mahajan
|
||
Title:
|
President
|
||
WBA INVESTMENTS, INC.
|
|||
By:
|
\s\ Manmohan Mahajan
|
||
Name:
|
Manmohan Mahajan
|
||
Title:
|
President
|