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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Unit | (5) | 04/17/2019(1) | M | 13,417 | (5) | 12/31/2019 | Common Stock, $.0001 Par Value | 13,417 | $ 0 | 0 (6) | D | ||||
Restricted Stock Unit | (2) | 04/17/2019(3) | M | 20,210 | (7) | (7) | Common Stock, $.0001 Par Value | 20,210 | $ 0 | 40,419 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Booker Harriet C/O BIOSCRIP, INC. 1600 BROADWAY, SUITE 700 DENVER, CO 08202 |
Chief Operating Officer |
/s/ Harriet Booker | 04/18/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 13,417 Restricted Stock Units (RSUs) vested in January 2019 based on the satisfaction of certain Company stock price trading targets; however, as provided in the grant agreement, the Company deferred settlement of the 13,417 RSUs until April 17, 2019. |
(2) | Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock. |
(3) | One third (20,210 RSUs) of Ms. Bookers original award of 60,629 RSUs vested on the first anniversary of the original grant date (April 11, 2018); however, as provided in the grant agreement, the Company deferred settlement of the 20,210 RSUs until April 17, 2019. |
(4) | This transaction represents shares withheld by the Company for tax withholding on Ms. Booker's settlement of the two RSU awards described in this Form 4 that were settled on April 17, 2019. |
(5) | Each Restricted Stock Unit represents a contingent right to receive one share of Common Stock. Vesting occurs if Company stock price, as measured by 20-day average stock price ending December 31, 2019, reaches specified levels. |
(6) | Depending on Company stock price at the end of the performance period, payout may be 0, 50, 100 or 150% of reported amount. |
(7) | The remaining 40,419 RSUs vest in two equal installments commencing on the second and third anniversaries of the date of grant (4/11/18). |