As filed with the Securities and Exchange Commission on March 11, 2015

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Amendment No. 3*

Under the Securities Exchange Act of 1934

 

 

BioScrip, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

09069N108

(CUSIP Number)

Michael L. Zuppone, Esq.

Paul Hastings LLP

75 East 55th Street

New York, New York 10022

(212) 318-6906

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2015

(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 


CUSIP No. 09069N108 Page 2 of 14 Pages

 

SCHEDULE 13D

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cloud Gate Capital Master Fund LP

 

98-1068149

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

267,970

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

267,970

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

267,970

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON

 

IV


CUSIP No. 09069N108 Page 3 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cloud Gate Capital LLC

 

46-0530467

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

906,400

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

906,400

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

906,400

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3%

14

TYPE OF REPORTING PERSON

 

IA


CUSIP No. 09069N108 Page 4 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Cloud Gate Capital GP Ltd.

 

36-4759002

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

267,970

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

267,970

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

267,970

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON

 

CO


CUSIP No. 09069N108 Page 5 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

David Heller

 

46-0823727

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

906,400

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

906,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

906,400

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3%

14

TYPE OF REPORTING PERSON

 

IN


CUSIP No. 09069N108 Page 6 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

Brian Newman

 

27-3990577

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

0

  8

SHARED VOTING POWER

 

906,400

  9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

906,400

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

906,400

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.3%

14

TYPE OF REPORTING PERSON

 

IN


CUSIP No. 09069N108 Page 7 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

BW Financial Services, LLC (d/b/a BW Capital Partners L.P.)

 

38-3853265

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

307,825

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

307,825

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

307,825

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON

 

IA


CUSIP No. 09069N108 Page 8 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

BW Opportunity Partners, LP

 

36-4161201

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

216,908

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

216,908

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

216,908

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.3%

14

TYPE OF REPORTING PERSON

 

IV


CUSIP No. 09069N108 Page 9 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

BW Opportunity (QP) Partners, LP

 

80-0871469

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

90,917

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

90,917

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

90,917

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.1%

14

TYPE OF REPORTING PERSON

 

IV


CUSIP No. 09069N108 Page 10 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

BW Opportunity Managers, LLC

 

36-4161202

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

307,825

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

307,825

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

307,825

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON

 

OO


CUSIP No. 09069N108 Page 11 of 14 Pages

 

  1 

NAME OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 

William E. Wolf

 

  2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ¨        (b)  x

 

  3

SEC USE ONLY

 

  4

SOURCE OF FUNDS

 

WC

  5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨

  6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

  7 

SOLE VOTING POWER

 

307,825

  8

SHARED VOTING POWER

 

0

  9

SOLE DISPOSITIVE POWER

 

307,825

10

SHARED DISPOSITIVE POWER

 

0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

307,825

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

¨

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.4%

14

TYPE OF REPORTING PERSON

 

IN


CUSIP No. 09069N108 Page 12 of 14 Pages

 

Item 1. Security and Issuer.

This Amendment No. 3 (“Amendment No. 3”) to the Initial Statement on Schedule 13D filed with the Securities and Exchange Commission on December 29, 2014, as amended by Amendment No. 1 to the Initial Statement filed on January 22, 2015 and Amendment No. 2 to the Initial Statement filed on February 10, 2015 (the “Initial Statement” and, together with this Amendment No.3, the “Schedule 13D”), relates to common stock, par value $0.0001 per share (“Shares”), of BioScrip, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 100 Clearbrook Road, Elmsford, NY 10523.

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is amended as follows.

 

Item 4. Purpose of Transaction.

Item 4 is hereby amended by restating in its entirety the last paragraph thereof as follows:

As a result of their association with each other and the circumstances relating to their respective investment in the Issuer under which they have coordinated their purchases of shares of Common Stock and developed their investment strategy with respect to such investment, the Reporting Persons and Delaware Street Capital Master Fund, L.P. and certain persons affiliated or associated with it (the “Associated Persons”) may be deemed to constitute a group within the meaning of section 13(d)(3) of the Act. The Associated Persons have concurrently filed a Schedule 13D amendment reporting aggregate beneficial ownership of 1,842,241 shares of Common Stock, representing 2.7% of the outstanding shares of Common Stock. The Reporting Persons and the Associated Persons as a group beneficially own 3,056,466 shares of Common Stock, which represent approximately 4.5% of the outstanding shares of Common Stock (calculated in accordance with Rule 13d-3). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons is, for any other purpose, the beneficial owner of any of the shares of Common Stock and each of the Reporting Persons disclaims beneficial ownership as to the shares of Common Stock reported herein or held by any other person for purposes of Section 13(d) of the Act, except to the extent of his or its pecuniary interests therein.

 

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended by restating paragraphs (a), (b) and (c) in their entirety with the following:

(a) and (b) The aggregate percentage of Common Stock reported beneficially owned by the Reporting Persons as of the date of filing of this Schedule 13D is based upon 68,636,965 shares of Common Stock issued and outstanding as of February 25, 2015, as reported in the Issuer’s Annual Report for the fiscal year ended December 31, 2014 on Form 10-K, as filed with the Securities and Exchange Commission on March 2, 2015.


CUSIP No. 09069N108    Page 13 of 14 Pages

 

CGCMF, as the entity that legally owns the securities, is deemed the direct beneficial owner of 267,970 shares of Common Stock. CGC, as the investment manager of CGCMF, is deemed the indirect beneficial owner of 267,970 shares of Common Stock. CGC is also deemed the indirect beneficial owner of 638,430 shares of common stock owned by institutional accounts in which it serves as a sub-adviser. CGCGP, as the general partner of CGCMF, is deemed the indirect beneficial owner of 267,970 shares of Common Stock. David Heller and Brian Newman, as members of CGC responsible for the management of its business, are deemed to share indirect beneficial owner of 906,400 shares of Common Stock.

BWOP, as the entity that legally owns the securities, is deemed the direct beneficial owner of 216,908 shares of Common Stock. BWOQP, as the entity that legally owns the securities, is deemed the direct beneficial owner of 90,917 shares of Common Stock. BWOM, as the general partner of BWOP and BWOQP, is deemed the indirect beneficial owner of 307,825 shares of Common Stock. BWFS, as the investment Manager of BWOP and BWOQP, is deemed the indirect beneficial owner of 307,825 shares of Common Stock. William E. Wolf, as a managing member of BWFS, is deemed the indirect beneficial owner of 307,825 shares of Common Stock.

CGC has obtained indirect beneficial ownership of the shares of Common Stock directly beneficially owned by BWOP and BWOQP effective as of January 1, 2015, the effective date of CGC’s sub-advisory agreement with BWOP and BWOQP. In order to report the beneficial ownership of shares of common stock acquired by BWOP and BWOQP under this sub-advisory relationship, BWOP and BWOQP and the persons directly or indirectly managing the same have been included as Reporting Persons in this Schedule 13D.

(c) During the sixty (60) days through the date of this report, the following Reporting Persons traded the following shares of Common Stock in the open market not previously reported in this Schedule 13D:

Reporting Person

CGC

 

Trade    Trade      # of      Net USD  

Type

   Date      Shares      Price/Shr.  

Purchase

     2/25/2015         7,241         5.97   

Sale

     3/9/2015         1,254         4.32   

Purchase

     3/9/2015         2,375         4.38   

Sale

     3/10/2015         630,266         3.74 (1) 

Reporting Person

BWOP

 

Trade    Trade      # of      Net USD  

Type

   Date      Shares      Price/Shr.  

Sale

     3/9/2015         353         4.32   

Sale

     3/10/2015         128,864         3.73 (2) 


CUSIP No. 09069N108    Page 14 of 14 Pages

 

Reporting Person

BWOQP

 

Trade    Trade      # of      Net USD  

Type

   Date      Shares      Price/Shr.  

Sale

     3/9/2015         768         4.32   

Sale

     3/10/2015         68,042         3.74 (3) 

 

(1) Represents a weighted average price based on a total of 148 trades made on the date noted.
(2) Represents a weighted average price based on a total of 28 trades made on the date noted.
(3) Represents a weighted average price based on a total of 28 trades made on the date noted.

Item 5 is hereby further amended by adding paragraph (e) as follows:

(e) As of March 10, 2015, the Reporting Persons and the Associated Persons together ceased to beneficially own more than 5% of the outstanding shares of Common Stock.


SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 11, 2015

 

CLOUD GATE CAPITAL MASTER FUND LP

By: CLOUD GATE CAPITAL GP LTD., its general partner

By:

/s/ Jeffrey F. Knupp

Name: Jeffrey F. Knupp
Title: Chief Operating Officer

CLOUD GATE CAPITAL GP LTD.

By:

/s/ Jeffrey F. Knupp

Name: Jeffrey F. Knupp
Title: Chief Operating Officer

CLOUD GATE CAPITAL LLC

By:

/s/ Jeffrey F. Knupp

Name: Jeffrey F. Knupp
Title: Chief Operating Officer

DAVID HELLER

/s/ David Heller

BRIAN NEWMAN

/s/ Brian Newman

BW FINANCIAL SERVICES, LLC

By:

/s/ William E. Wolf

Name: William E. Wolf
Title: Managing Partner


BW OPPORTUNITY PARTNERS, LP

By: BW OPPORTUNITY MANAGERS, LLC, its general partner

By:

/s/ William E. Wolf

Name: William E. Wolf
Title: Member

BW OPPORTUNITY (QP) PARNTERS, LP

By: BW OPPORTUNITY MANAGERS, LLC, its general partner

By:

/s/ William E. Wolf

Name: William E. Wolf
Title: Member

BW OPPORTUNITY MANAGERS, LLC

By:

/s/ William E. Wolf

Name: William E. Wolf
Title: Member
WILLIAM E. WOLF

/s/ William E. Wolf

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