Bioscrip Inc. (NASDAQ:BIOS): Christopher Shackelton And Adam Gray’s Coliseum Capital filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Coliseum Capital Management | 0 | 21,514,620 | 0 | 21,514,620 | 21,514,620 | 14.6% |
| Coliseum Capital | 8. | 16,548,264 | 0 | 16,548,264 | 16,548,264 | 11.6% |
| Coliseum Capital Partners | 0 | 13,522,621 | 0 | 13,522,621 | 13,522,621 | 9.7% |
| Coliseum Capital Partners II | 0 | 3,025,643 | 0 | 3,025,643 | 3,025,643 | 2.3% |
| Adam Gray | 0 | 21,514,620 | 0 | 21,514,620 | 21,514,620 | 14.6% |
| Christopher Shackelton | 0 | 21,514,620 | 0 | 21,514,620 | 21,514,620 | 14.6% |
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Page 1 of 10 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934*
(Amendment No. 5)
BioScrip,
Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
09069N108
(CUSIP Number)
Christopher Shackelton/Adam Gray
105 Rowayton Ave.
Rowayton, CT 06853
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
September 7, 2017
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box. ☐
The information required on the remainder of
this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1 of 10
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Page 2 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Coliseum Capital Management, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 21,514,620 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 21,514,620 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 21,514,620 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 14.6% (1) | |||||
| 14. | Type of Reporting Person (See IA | |||||
| (1) | Includes (a) 1,888,991 shares of common stock, $0.0001 par value per share (the Common Shares), (b) 277,513 Common Shares that could be obtained upon conversion of 10,823 shares of Series A Convertible Preferred Stock, par value $0.0001 per share at a conversion price of $5.17 per share (the Series A Preferred Shares), (c) 15,748,116 Common Shares that could be obtained upon conversion of 614,177 shares of Series C Convertible Preferred Stock, par value $0.0001 per share at a conversion price of $5.17 per share (the Series C Preferred Shares), (d) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class A warrants to purchase Common Shares at a price of $5.17per share (the Class A Warrants), and (e) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class B warrants to purchase Common Shares at a price of $6.45 per share (the Class B Warrants and, together with the Class A Warrants, the Warrants). |
Page 2 of 10
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Page 3 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Coliseum Capital, LLC | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power | ||||
| 8. | Shared Voting Power 16,548,264 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 16,548,264 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 16,548,264 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 11.6% (1) | |||||
| 14. | Type of Reporting Person (See OO | |||||
| (1) | Includes (a) 1,428,272 Common Shares, (b) 213,795 Common Shares that could be obtained upon conversion of 8,338 Series A Preferred Shares, (c) 12,132,683 Common Shares that could be obtained upon conversion of 473,175 Series C Preferred Shares, (d) 1,386,757 Common Shares that could be obtained upon conversion of 1,386,757 Class A Warrants, and (e) 1,386,757 Common Shares that could be obtained upon conversion of 1,386,757 Class B Warrants. |
Page 3 of 10
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Page 4 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Coliseum Capital Partners, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 13,522,621 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 13,522,621 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 13,522,621 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 9.7% (1) | |||||
| 14. | Type of Reporting Person (See PN | |||||
| (1) | Includes (a) 1,167,330 Common Shares, (b) 174,692 Common Shares that could be obtained upon conversion of 6,813 Series A Preferred Shares, (c) 9,914,223 Common Shares that could be obtained upon conversion of 386,655 Series C Preferred Shares, (d) 1,133,188 Common Shares that could be obtained upon conversion of 1,133,188 Class A Warrants, and (e) 1,133,188 Common Shares that could be obtained upon conversion of 1,133,188 Class B Warrants. |
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Page 5 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Coliseum Capital Partners II, L.P. | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) WC | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 3,025,643 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 3,025,643 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 3,025,643 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 2.3% (1) | |||||
| 14. | Type of Reporting Person (See PN | |||||
| (1) | Includes (a) 260,942 Common Shares, (b) 39,103 Common Shares that could be obtained upon conversion of 1,525 Series A Preferred Shares, (c) 2,218,460 Common Shares that could be obtained upon conversion of 86,520 Series C Preferred Shares, (d) 253,569 Common Shares that could be obtained upon conversion of 253,569 Class A Warrants, and (e) 253,569 Common Shares that could be obtained upon conversion of 253,569 Class B Warrants. |
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Page 6 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Adam Gray | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 21,514,620 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 21,514,620 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 21,514,620 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 14.6% (1) | |||||
| 14. | Type of Reporting Person (See IN | |||||
| (1) | Includes (a) 1,888,991 Common Shares, (b) 277,513 Common Shares that could be obtained upon conversion of 10,823 shares of Series A Convertible Preferred Stock, (c) 15,748,116 Common Shares that could be obtained upon conversion of 614,177 shares of Series C Convertible Preferred Stock, (d) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class A Warrants, and (e) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class B Warrants. |
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Page 7 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
| 1. | Names of Christopher Shackelton | |||||
| 2. | Check the Appropriate Box if a Member (a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only | |||||
| 4. | Source of Funds (See Instructions) AF | |||||
| 5. | Check if Disclosure of Legal ☐ | |||||
| 6. | Citizenship or Place of United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7. | Sole Voting Power 0 | ||||
| 8. | Shared Voting Power 21,514,620 (1) | |||||
| 9. | Sole Dispositive Power 0 | |||||
| 10. | Shared Dispositive Power 21,514,620 (1) | |||||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 21,514,620 (1) | |||||
| 12. | Check if the Aggregate Amount in Row ☐ | |||||
| 13. | Percent of Class Represented by Amount 14.6% (1) | |||||
| 14. | Type of Reporting Person (See IN | |||||
| (1) | Includes (a) 1,888,991 Common Shares, (b) 277,513 Common Shares that could be obtained upon conversion of 10,823 shares of Series A Convertible Preferred Stock, (c) 15,748,116 Common Shares that could be obtained upon conversion of 614,177 shares of Series C Convertible Preferred Stock, (d) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class A Warrants, and (e) 1,800,000 Common Shares that could be obtained upon conversion of 1,800,000 Class B Warrants. |
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Page 8 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
Explanatory Note: This Amendment No. 5 (this Amendment) to the Schedule 13D relating
to BioScrip, Inc., a Delaware corporation (the Issuer), filed by the Filers (as defined below) with the U.S. Securities and Exchange Commission (the Commission) on March 19, 2015 (the Initial 13D), as amended
and supplemented by Amendment No. 1 to the Initial 13D filed on August 27, 2015, Amendment No. 2 to the Initial 13D filed on April 5, 2016, Amendment No. 3 to the Initial 13D filed on June 22, 2016 and Amendment
No. 4 to the Initial 13D filed on August 17, 2017, amends and supplements certain of the items set forth therein.
As used in this Amendment,
the term Filers collectively refers to:
| Coliseum Capital Management, LLC, a Delaware limited liability company (CCM); |
| Coliseum Capital, LLC, a Delaware limited liability company (CC); |
| Coliseum Capital Partners, L.P., a Delaware limited partnership (CCP); |
| Coliseum Capital Partners II, L.P., a Delaware limited partnership (CCP2); |
| Adam Gray (Gray); and |
| Christopher Shackelton, a director of the Issuer (Shackelton). |
Item 5. Interest in
Securities of the Issuer.
Item 5 is amended and supplemented as follows:
The information relating to the beneficial ownership of shares of common stock, $0.0001 par value per share (the Common Shares) of BioScrip, Inc.
(the Issuer) by each of the Filers set forth in Rows 7 through 13 of the cover pages hereto is incorporated herein by reference. The percentages set forth in Row 13 for all cover pages filed herewith are calculated based upon
127,475,226 Common Shares outstanding as of August 7, 2017, as reported in the Issuers Form 10-Q for the quarterly period ended June 30, 2017, filed with the Commission on August 8, 2017.
The Filers effected the following transactions in the Common Shares in open market transactions on the dates indicated, and such transactions are the
only transactions in the Common Shares by the since the filing with the Commission of Amendment No. 4 to the Initial 13D.
|
| Purchase or Sale | Date | Number of Shares | Weighted Average Price Per Share | ||||||||
| CCP | Sale | 09/05/17 | 138,416 | $ | 3.08 | |||||||
| CCP2 | Sale | 09/05/17 | 32,873 | $ | 3.08 | |||||||
| Separate Account | Sale | 09/05/17 | 50,540 | $ | 3.08 | |||||||
| CCP | Sale | 09/06/17 | 843,295 | $ | 2.96 | |||||||
| CCP2 | Sale | 09/06/17 | 199,639 | $ | 2.96 | |||||||
| Separate Account | Sale | 09/06/17 | 306,541 | $ | 2.96 | |||||||
| CCP | Sale | 09/07/17 | 796,825 | $ | 2.88 | |||||||
| CCP2 | Sale | 09/07/17 | 188,706 | $ | 2.88 | |||||||
| Separate Account | Sale | 09/07/17 | 290,106 | $ | 2.88 | |||||||
Except as set forth in Item 6 hereof, no other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Shares, the Series A Convertible Preferred Stock, par value $0.0001 per share (the Series A Preferred Shares), the Series C Convertible Preferred Stock, par value $0.0001 per share (the
Series C Preferred Shares and, together with the Series A Preferred Shares, the Preferred Shares) the Class A warrants to purchase Common Shares at a price of $5.17 per share (the Class A Warrants) or
the Class B warrants to purchase Common Shares at a price of $6.45 per share (the Class B Warrants and , together with the Class A Warrants, the Warrants) reported herein.
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Page 9 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
The information in Item 6 is incorporated herein by reference.
Item 6. Contracts, Arrangement, Understandings or Relationships with Respect to Securities of the Issuer.
CCM is an investment adviser whose clients, including CCP, CCP2 and the Separate Account, have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Shares, the Preferred Shares and the Warrants. CC is the general partner of CCP and CCP2. Gray and Shackelton are the managers of CC and CCM. CCM may have the right to receive
performance-related fees from the Separate Account and CC may have the right to receive performance-related fees from CCP and CCP2.
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Page 10 of 10 – SEC Filing
CUSIP No. 09069N108 (Common Stock)
SIGNATURES
After reasonable inquiry and to the best of my knowledge, I certify that the information set forth in this statement is true, complete and correct.
Dated: September 7, 2017
| COLISEUM CAPITAL MANAGEMENT, LLC | COLISEUM CAPITAL, LLC | |||||||
| By: | /s/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
| COLISEUM CAPITAL PARTNERS, L.P. | COLISEUM CAPITAL PARTNERS II, L.P. | |||||||
| By: Coliseum Capital, LLC, General Partner | By: Coliseum Capital, LLC, General Partner | |||||||
| By: | /s/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
| CHRISTOPHER SHACKELTON | ADAM GRAY | |||||||
| By: | /s/ Thomas Sparta | By: | /s/ Thomas Sparta | |||||
| Thomas Sparta, Attorney-in-fact | Thomas Sparta, Attorney-in-fact | |||||||
Page 10 of 10
