0000905718-20-000297.txt : 20200309 0000905718-20-000297.hdr.sgml : 20200309 20200309161539 ACCESSION NUMBER: 0000905718-20-000297 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200309 DATE AS OF CHANGE: 20200309 GROUP MEMBERS: PETER S. PARK SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91356 FILM NUMBER: 20698148 BUSINESS ADDRESS: STREET 1: 3055 LEBANON PIKE, SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 615-932-3000 MAIL ADDRESS: STREET 1: 3055 LEBANON PIKE, SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: HCIT Holdings, Inc. DATE OF NAME CHANGE: 20181019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Park West Asset Management LLC CENTRAL INDEX KEY: 0001386928 IRS NUMBER: 300132084 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: (415) 524-2902 MAIL ADDRESS: STREET 1: 900 LARKSPUR LANDING CIRCLE, SUITE 165 CITY: LARKSPUR STATE: CA ZIP: 94939 SC 13G 1 changehealth_13gfeb282020.htm CHANGE HEALTHCARE INC. 13G

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

(Amendment No.    )*

  

 

Change healthcare inc.

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

15912K100

(CUSIP Number)

 

February 28, 2020

(Date of Event Which Requires Filing of this Statement)

 

 

  

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)

  

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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.  15912K100
(1) Names of Reporting Persons
  Park West Asset Management LLC  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  Delaware  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 6,483,111*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 6,483,111*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  6,483,111*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  5.2%*  
(12) Type of Reporting Person
  IA  
               

 * See Item 4 for additional information. 

 

 

 
 

 

CUSIP No.  15912K100
(1) Names of Reporting Persons
  Peter S. Park  
(2) Check the Appropriate Box if a Member of a Group (a) [    ]  
  (b) [    ]  
     
(3) SEC Use Only
(4) Citizenship or Place of Organization
  United States of America  
Number of Shares Beneficially Owned By Each Reporting Person With
  (5) Sole Voting Power: 0*  
  (6) Shared Voting Power: 6,483,111*  
  (7) Sole Dispositive Power: 0*  
  (8) Shared Dispositive Power: 6,483,111*  
       
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
  6,483,111*  
(10) Check if the Aggregate Amount  in Row (9) Excludes Certain Shares (See Instructions):
  [    ]  
(11) Percent of Class Represented by Amount in Row (9)
  5.2%*  
(12) Type of Reporting Person
  IN  
               

* See Item 4 for additional information. 

 

 

 
 

 

 


Item 1(a).  Name Of Issuer:  
   Change Healthcare Inc., a Delaware Corporation (the “Company”)
Item 1(b).  Address of Issuer’s Principal Executive Offices:
 

3055 Lebanon Pike, Suite 1000
Nashville, Tennessee 37214 

 

Item 2(a).  Name of Person Filing:
 

This report on Schedule 13G (this “Schedule 13G”) is being jointly filed by (i) Park West Asset Management LLC, a Delaware limited liability company (“PWAM”) and (ii) Peter S. Park (“Mr. Park” and, collectively with PWAM, the “Reporting Persons”).

 

Item 2(b).  Address of Principal Business Office or, if None, Residence:
 

The address for the Reporting Persons is: 900 Larkspur Landing Circle, Suite 165, Larkspur, California 94939.

 

Item 2(c).  Citizenship:
 

PWAM is organized under the laws of the State of Delaware. Mr. Park is a citizen of the United States.

 

Item 2(d).  Title of Class of Securities:
              Common Stock, $0.001 par value per share (the “Common Stock”).
Item 2(e).  CUSIP No.:
              15912K100

 

 

 

 

 

Item 3.  If This Statement Is Filed Pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person Filing is a:
  Not Applicable.

  

Item 4.  Ownership:  As reported in the cover pages to this report, the ownership information with respect to each of PWAM and Mr. Park is as follows:

 

 
  (a) Amount Beneficially Owned: 6,483,111*  
         
  (b) Percent of Class: 5.2%*  
         
  (c) Number of Shares as to which the person has:    

 

    (i) sole power to vote or to direct the vote: 0*  
           
    (ii) shared power to vote or to direct the vote 6,483,111*  
           
    (iii) sole power to dispose or to direct the disposition of: 0*  
           
    (iv) shared power to dispose or to direct the disposition of 6,483,111*  
           

  

*PWAM is the investment manager to Park West Investors Master Fund, Limited, a Cayman Islands exempted company (“PWIMF”) and Park West Partners International, Limited, a Cayman Islands exempted company (“PWPI” and, collectively with PWIMF, the “PW Funds”). Mr. Park is the sole member and manager of PWAM.

 

As of February 28, 2020, PWIMF held 3,617,210 shares of Common Stock and options (“Options”) to purchase up to 2,270,400 shares of Common Stock and PWPI held 365,901 shares of Common Stock and Options to purchase up to 229,600 shares of Common Stock. The 6,483,111 shares of Common Stock held in the aggregate by the PW Funds may be deemed to be beneficially owned (x) indirectly by PWAM, as the investment manager to PWIMF and PWPI, and (y) indirectly by Mr. Park, as the sole member and manager of PWAM.

 

The reported beneficial ownership percentage is based upon approximately 125,423,022 shares of Common Stock issued and outstanding as of February 7, 2020, based on information reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 13, 2020.

  

 

 
 

 

  

 

Item 5.  Ownership of Five Percent or Less of a Class:
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following:  [   ]
Item 6.  Ownership of More Than Five Percent on Behalf of Another Person:
  Not Applicable.
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
  Not Applicable.
Item 8.  Identification and Classification of Members of the Group:
  Not Applicable.
Item 9.  Notice of Dissolution of Group:
  Not Applicable.
Item 10.  Certification:
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 
 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

  March 9, 2020  
     
  PARK WEST ASSET MANAGEMENT LLC  
     
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

 

 

 

      /s/ Peter S. Park  
      Peter S. Park  
         
         

 

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (See 18 U.S.C. 1001)

 

 

 

 
 

 

 Exhibit Index

 

Exhibit

1.       Joint Filing Agreement, dated as of March 9, 2020, by and among Park West Asset Management, LLC, Park West Investors Master Fund, Limited and Peter S. Park.

 

 

 

EX-1 2 changehealth_exh1.htm JOINT FILING AGREEMENT

 

 

 Exhibit 1

 

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Common Stock, $0.001 par value per share, of Change Healthcare Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as Exhibit 1 to such Schedule 13G. In evidence thereof, the undersigned hereby execute this agreement this 9th day of March, 2020.

 

 

     
     
  PARK WEST ASSET MANAGEMENT LLC  
     
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

   

  PARK WEST INVESTORS MASTER FUND, LIMITED  
     
  By:   Park West Asset Management LLC, its Investment Manager  
     
  By: /s/ Grace Jimenez  
  Name: Grace Jimenez  
  Title: Chief Financial Officer  

   

 

      /s/ Peter S. Park  
      Peter S. Park