SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS LLC (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC 70 W MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Option Care Health, Inc. [ OPCH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner and Director
	3. Date of Earliest Transaction (Month/Day/Year) 12/17/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001	12/17/2021		J(1)		37,247,092	D	(1)	0	I(2)(3)	See footnotes(2)(3)(4)
Common Stock, par value $0.0001								56,994	I	By Samuel M. Mencoff(5)
Common Stock, par value $0.0001								56,995	I	By Paul J. Finnegan(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS LLC (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC 70 W MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner and Director

1. Name and Address of Reporting Person* MADISON DEARBORN PARTNERS VI-A&C, L.P. (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC 70 W MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner and Director

1. Name and Address of Reporting Person* Madison Dearborn Capital Partners VI-A, L.P. (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC 70 W MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner and Director

1. Name and Address of Reporting Person* MDP HC HOLDINGS, LLC (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC 70 W MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner and Director

1. Name and Address of Reporting Person* FINNEGAN PAUL J (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC 70 W MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner and Director

1. Name and Address of Reporting Person* MENCOFF SAMUEL M (Last) (First) (Middle) C/O MADISON DEARBORN PARTNERS, LLC 70 W MADISON STREET, SUITE 4600 (Street) CHICAGO IL 60602 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Former 10% Owner and Director

Explanation of Responses:

1. In connection with the merger transaction on December 17, 2021 (the "Reorganization Merger"), an affiliate of Walgreens Boots Alliance, Inc. acquired control over HC Group Holdings I, LLC, a Delaware limited liability company ("HC I"), which directly held 37,247,092 shares of the Issuer's Common Stock (the "HC I Shares") as previously reflected on the Reporting Persons' filings. As a result of the Reorganization Merger, the Reporting Persons ceased to have voting or dispositive power over the HC I Shares but experienced no change in pecuniary interest because the Reporting Persons had no pecuniary interest in the HC I Shares.

2. MDP HC was formerly the controlling equityholder of HC I. Madison Dearborn Capital Partners VI-A, L.P. ("MDCP VI-A") is a controlling equityholder and Manager of MDP HC. Madison Dearborn Partners VI-A&C, L.P. ("MDP VI-A&C") is the general partner of MDCP VI-A. Madison Dearborn Partners, LLC ("MDP LLC") is the general partner of MDP VI-A&C. Elizabeth Q. Betten and Timothy P. Sullivan are Managing Directors of MDP LLC, limited partners of MDP VI-A&C, served on the board of managers of HC I and serve on the board of directors of the Issuer. Paul J. Finnegan and Samuel M. Mencoff are the sole members of a limited partner committee that (by majority vote) controls investment decisions of shares held directly by MDCP VI-A.

3. (Continued from Footnote 2) By virtue of the relationships described in this footnote, Ms. Betten and Messrs. Sullivan, Finnegan and Mencoff may be deemed to exercise voting and dispositive power with respect to the reported securities. Each of Mr. Finnegan, Mr. Mencoff, Mr. Sullivan, Ms. Betten, MDP LLC, MDP VI-A&C, MDCP VI-A and MDP HC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein.

4. The other beneficial owners of the reported securities have separately filed Form 4s.

5. The reported securities are shares of common stock directly held by Mr. Mencoff. With the exception of Mr. Mencoff, each of the reporting persons disclaim any pecuniary interest in such securities.

6. The reported securities are shares of common stock directly held by Mr. Finnegan. With the exception of Mr. Finnegan, each of the reporting persons disclaim any pecuniary interest in such securities.

Remarks:

This filing constitutes an exit filing for (i) MDP HC, (ii) MDCP VI-A, (iii) MDP VI-A&C, (iv) MDP LLC, (v) Mr. Mencoff and (vi) Mr. Finnegan (collectively, the "Reporting Persons"), as the Reporting Persons are no longer subject to Section 16 of the Exchange Act as a result of the Transaction reported above.

	/s/ Annie Terry, by power of attorney for Mr. Mencoff	12/20/2021
	/s/ Annie Terry, by power of attorney for Mr. Finnegan	12/20/2021
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC	12/20/2021
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the General Partner of Madison Dearborn Partners VI-A&C, L.P.	12/20/2021
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P.	12/20/2021
	/s/ Annie Terry, Managing Director of Madison Dearborn Partners, LLC, the ultimate General Partner of Madison Dearborn Capital Partners VI-A, L.P., which is the controlling equityholder of MDP HC Holdings, LLC	12/20/2021
	** Signature of Reporting Person	Date
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