| 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 |
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| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Change Healthcare Inc. [ CHNG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/20/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/30/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/20/2020 | M | 7,358(2) | A | (1) | 116,359 | D | |||
| Common Stock | 08/20/2020 | D | 7,358 | D | $12.93 | 109,001 | D | |||
| Common Stock | 06/17/2021 | M | 10,974 | A | (1) | 119,975 | D | |||
| Common Stock | 06/17/2021 | D | 10,974 | D | $23.07 | 109,001 | D | |||
| Common Stock | 08/01/2021 | M | 7,358 | A | (1) | 116,359 | D | |||
| Common Stock | 08/01/2021 | D | 7,358 | D | $21.71 | 109,001 | D | |||
| Common Stock | 12/28/2021 | M | 7,358 | A | (1) | 116,359 | D | |||
| Common Stock | 12/28/2021 | D | 7,358 | D | $21.44 | 109,001 | D | |||
| Common Stock | 12/28/2021 | F | 9,066(1) | D | $21.44 | 99,935(4) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Cash-Settled Restricted Stock Units | (1) | 08/20/2020 | M | 7,358 | (2) | (2) | Common Stock | 7,358 | $0.00 | 14,716 | D | ||||
| Cash-Settled Restricted Stock Units | (1) | 06/17/2021 | M | 10,974 | (3) | (3) | Common Stock | 10,974 | $0.00 | 0 | D | ||||
| Cash-Settled Restricted Stock Units | (1) | 08/01/2021 | M | 7,358 | (2) | (2) | Common Stock | 7,358 | $0.00 | 7,358 | D | ||||
| Cash-Settled Restricted Stock Units | (1) | 12/28/2021 | M | 7,358 | (2) | (2) | Common Stock | 7,358 | $0.00 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each cash-settled restricted stock unit represents the contingent right to receive the cash value of one share of the Company's Common Stock upon vesting. |
| 2. Pursuant to a grant on August 20, 2019, whereby (a) one-third will vest on each of August 1, 2021 and 2022; and (b) one-third will vest on August 1, 2021, unless a Qualified MCK Exit (as defined in the LLC Agreement of Change Healthcare LLC) has occurred prior to the second anniversary of the Company's initial public offering, in which case such one-third of the cash-settled restricted stock units will instead vest on the later of (x) August 20, 2020 and (y) the date that is 30 days after a Qualified MCK Exit. |
| 3. Pursuant to a grant on June 17, 2020, these cash-settled restricted stock units vested in full on June 17, 2021. |
| 4. The Form 4 filed on December 30, 2021, is being amended to remove the transaction reporting the acquisition of certain underlying RSUs, as such shares had already previously been reported at the time of grant of the RSUs, and to correct the number of shares withheld from the shares deliverable upon vesting of the RSUs to satisfy tax withholding requirements, as well as the amount of securities beneficially owned following the reported transaction. The amount of securities beneficially owned following the reported transaction reflects the current balance as of the filing date. |
| Remarks: |
| Exhibit List: Exhibit 24 - Power of Attorney |
| /s/ Robert Zachary Beasley, as Attorney-in-Fact | 02/25/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||