Filing Details

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

3.

SEC Use Only

4.

Citizenship or Place of Organization

5.

Sole Voting Power

Number of

Shares

0

Beneficially

Owned By

Each

6.

Shared Voting Power

14,207,992

Reporting

Person

With

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

14,207,992

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

3.

SEC Use Only

4.

Citizenship or Place of Organization

5.

Sole Voting Power

Number of

Shares

0

Beneficially

Owned By

Each

6.

Shared Voting Power

14,207,992

Reporting

Person

With

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

14,207,992

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

3.

SEC Use Only

4.

Citizenship or Place of Organization

5.

Sole Voting Power

Number of

Shares

0

Beneficially

Owned By

Each

6.

Shared Voting Power

3,774,209

Reporting

Person

With

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,774,209

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

3.

SEC Use Only

4.

Citizenship or Place of Organization

5.

Sole Voting Power

Number of

Shares

0

Beneficially

Owned By

Each

6.

Shared Voting Power

3,774,209

Reporting

Person

With

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

3,774,209

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

3.

SEC Use Only

4.

Citizenship or Place of Organization

5.

Sole Voting Power

Number of

Shares

0

Beneficially

Owned By

Each

6.

Shared Voting Power

14,207,992

Reporting

Person

With

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

14,207,992

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

1.

Names of Reporting Persons

2.

Check the Appropriate Box If a Member of a Group (See Instructions)

3.

SEC Use Only

4.

Citizenship or Place of Organization

5.

Sole Voting Power

Number of

Shares

0

Beneficially

Owned By

Each

6.

Shared Voting Power

14,207,992

Reporting

Person

With

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

14,207,992

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

10.

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

11.

Percent of Class Represented By Amount in Row (9)

12.

Type of Reporting Person (See Instructions)

Item 1(a).

Name of Issuer:

BioScrip, Inc. (the “Issuer”).

Item 1(b).

Address of the Issuer's Principal Executive Offices:

1600 Broadway, Suite 950

Denver, CO 80202

Item 2(a), 2(b) and 2(c).  Name of Person Filing; Address of Principal Business Office or, if None, Residence; Citizenship:

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

Item 2(d).

Title of Class of Securities:

Common Stock, par value $.0001 (the “Shares”).

Item 2(e).

CUSIP Number:

09069N108

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)

[  ] Broker or dealer registered under Section 15 of the Act;

(b)

[  ] Bank as defined in Section 3(a)(6) of the Act;

(c)

[  ] Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

[  ] Investment Company registered under Section 8 of the Investment CompanyAct of 1940;

(e)

[  ] Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

[  ] Employee Benefit Plan or Endowment Fund in accordance with 13d-1(b)(1)(ii)(F);

(g)

[  ] Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

[  ] Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

[  ] Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;

(j)

[  ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership:

Item 4(a).

Amount Beneficially Owned:

Venor Capital Management serves as investment manager or investment adviser to the Accounts with respect to which it has voting and dispositive authority over the Shares reported in this Schedule 13G.  Venor Capital GP is the general partner of Venor Capital Management, and as such, it may be deemed to control Venor Capital Management and therefor may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G.  Venor Special Situations is one of the Accounts and directly owns certain of the Shares as reported in this Schedule 13G with respect to which it has voting and dispositive authority over those Shares. Venor Special Situations GP is the general partner of Venor Special Situations, and as such, it may be deemed to control Venor Special Situations and therefore may be deemed to be the indirect beneficial owners of certain of the Shares as reported in this Schedule 13G. Mr. Jeffrey A. Bersh is a managing member of Venor Capital GP and Venor Special Situations GP and Co-Chief Investment Officer of Venor Capital Management, and as such, he may be deemed to control Venor Capital GP, Venor Special Situations GP and Venor Capital Management, respectively, and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G.  Mr. Michael J. Wartell is a managing member of Venor Capital GP and Venor Special Situations GP and Co-Chief Investment Officer of Venor Capital Management, and as such, he may be deemed to control Venor Capital GP, Venor Special Situations GP and Venor Capital Management, respectively, and therefore may be deemed to be the indirect beneficial owner of the Shares reported in this Schedule 13G.

Each of the Reporting Persons hereby disclaims beneficial ownership of any such Shares.

A.

(a)

Amount indirectly beneficially owned: 14,207,992 Shares.

(b)

Percent of class: 11.14%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

14,207,992

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

14,207,992

B.

(a)

Amount indirectly beneficially owned: 14,207,992 Shares.

(b)

Percent of class: 11.14%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

14,207,992

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

14,207,992

C.

(a)

Amount indirectly beneficially owned: 3,774,209 Shares.

(b)

Percent of class: 2.96%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

3,774,209

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

3,774,209

D.

(a)

Amount indirectly beneficially owned: 3,774,209 Shares.

(b)

Percent of class: 2.96%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

3,774,209

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

3,774,209

E.

(a)

Amount indirectly beneficially owned: 14,207,992 Shares.

(b)

Percent of class: 11.14%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

14,207,992

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

14,207,992

F.

(a)

Amount indirectly beneficially owned: 14,207,992 Shares.

(b)

Percent of class: 11.14%.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or direct the vote

0

(ii)

Shared power to vote or to direct the vote

14,207,992

(iii)

Sole power to dispose or to direct the disposition of

0

(iv)

Shared power to dispose or to direct the disposition of

14,207,992

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof any of the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the following [   ].

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

See Item 4 above.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

This Item 7 is not applicable.

Item 8.

Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.

Certification:

By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

Date: February 14, 2018

Venor Capital Management LP

By:

Venor Capital Management GP LLC, as general partner

Name:

By:

Michael J. Wartell

Title:

Managing Member

Date: February 14, 2018

Venor Capital Management GP LLC

Name:

By:

Michael J. Wartell

Title:

Managing Member

Date: February 14, 2018

Venor Special Situations Fund LP

By:

Venor Special Situations GP LLC, as general partner

Name:

By:

Michael J. Wartell

Title:

Managing Member

Date: February 14, 2018

Venor Special Situations GP LLC

Name:

By:

Michael J. Wartell

Title:

Managing Member

Date:  February 14, 2018

Jeffrey A. Bersh

Date:  February 14, 2018

Michael J. Wartell

A.

Joint Filing Agreement, dated as of November 7, 2017, by and among the Reporting Persons

 

17

Date: November 7, 2017

Venor Capital Management LP

By:

Venor Capital Management GP LLC, as general partner

Name:

By:

Michael J. Wartell

Title:

Managing Member

Date: November 7, 2017

Venor Capital Management GP LLC

Name:

By:

Michael J. Wartell

Title:

Managing Member

Date: November 7, 2017

Venor Special Situations Fund LP

By:

Venor Special Situations GP LLC, as general partner

Name:

By:

Michael J. Wartell

Title:

Managing Member

Date: November 7, 2017

Venor Special Situations GP LLC

Name:

By:

Michael J. Wartell

Title:

Managing Member

Date:  November 7, 2017

Jeffrey A. Bersh

Date:  November 7, 2017

Michael J. Wartell