0000899243-22-033017.txt : 20221005 0000899243-22-033017.hdr.sgml : 20221005 20221005163158 ACCESSION NUMBER: 0000899243-22-033017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221003 FILED AS OF DATE: 20221005 DATE AS OF CHANGE: 20221005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEAD PHILIP M CENTRAL INDEX KEY: 0001227485 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38961 FILM NUMBER: 221296051 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Change Healthcare Inc. CENTRAL INDEX KEY: 0001756497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 822152098 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 424 CHURCH STREET, SUITE 1400 CITY: NASHVILLE STATE: TN ZIP: 37219 BUSINESS PHONE: 615-932-3000 MAIL ADDRESS: STREET 1: 424 CHURCH STREET, SUITE 1400 CITY: NASHVILLE STATE: TN ZIP: 37219 FORMER COMPANY: FORMER CONFORMED NAME: HCIT Holdings, Inc. DATE OF NAME CHANGE: 20181019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-03 1 0001756497 Change Healthcare Inc. CHNG 0001227485 PEAD PHILIP M C/O CHANGE HEALTHCARE INC., 424 CHURCH STREET, SUITE 1400 NASHVILLE TN 37219 1 0 0 0 Common Stock 2022-10-03 4 D 0 61936 25.75 D 40706 D Common Stock 2022-10-03 4 D 0 33048 D 7658 D Common Stock 2022-10-03 4 D 0 7658 D 0 D Stock Option (right to buy) 18.99 2022-10-03 4 D 0 26544 D 2027-10-17 Common Stock 26544 0 D Stock Option (right to buy) 18.99 2022-10-03 4 D 0 5056 D 2028-05-25 Common Stock 5056 0 D Stock Option (right to buy) 7.92 2022-10-03 4 D 0 28828 D 2022-11-28 Common Stock 28828 0 D Stock Appreciation right 0.38 2022-10-03 4 D 0 11439 D 2022-11-28 Common Stock 11439 0 D On October 3, 2022, UnitedHealth Group Incorporated ("UnitedHealth Group") acquired Change Healthcare Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of January 5, 2021 (the "Merger Agreement") by and among the Issuer, UnitedHealth Group and Cambridge Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $25.75 per share in cash (the "Merger Consideration"), without interest and less any applicable holding tax. At the Effective Time of the Merger, all deferred stock units of the Issuer automatically vested and were automatically converted into UnitedHealth Group deferred stock units calculated by taking the merger consideration of $25.75 per share of Common Stock and dividing it by the volume weighted average of the closing sale prices per share of UnitedHealth Group common stock on each of the five full consecutive trading days ending on and including the third business day prior to the Merger closing date (the "Equity Award Exchange Ratio") and continue to be subject to the same terms and conditions (including settlement terms) as were applicable to the Issuer deferred stock units. At the Effective Time of the Merger, all restricted stock units of the Issuer automatically vested and were automatically converted into United restricted stock units calculated by taking the merger consideration of $25.75 per share of Common Stock of the Issuer and dividing it by the Equity Award Exchange Ratio and continue to be subject to the same terms and conditions (including settlement terms) as were applicable to the Issuer restricted stock units. These options are fully vested. In connection with the Merger, stock option awards of the Issuer were automatically converted into an option to purchase a number of shares of common stock of UnitedHealth Group equal to the product of (i) the number of shares of Common Stock subject to the Issuer stock option multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share equal to (i) the exercise price of the Issuer stock option divided by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group options will continue to be subject to the same terms and conditions as were applicable to the existing Issuer stock option. These stock appreciation rights ("SARs") are fully vested. Pursuant to the Merger Agreement, the SARs were automatically converted into SARs of UnitedHealth Group, denominated in a number of shares of common stock of UnitedHealth Group equal to the product of the number of shares of Common Stock subject to the Issuer SARs multiplied by the Equity Award Exchange Ratio, at an exercise price per share equal to the strike price per share applicable to such SAR divided by the Equity Award Exchange Ratio. The UnitedHealth Group SARs will continue to be subject to the same terms and conditions as were applicable to the Issuer SARs. /s/ Robert Zachary Beasley, as Attorney-in-Fact 2022-10-05