0000950103-20-005132.txt : 20200311 0000950103-20-005132.hdr.sgml : 20200311 20200311195215 ACCESSION NUMBER: 0000950103-20-005132 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200309 FILED AS OF DATE: 20200311 DATE AS OF CHANGE: 20200311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MCKESSON CORP CENTRAL INDEX KEY: 0000927653 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38961 FILM NUMBER: 20706892 BUSINESS ADDRESS: STREET 1: 6555 STATE HIGHWAY 161 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 972-446-4800 MAIL ADDRESS: STREET 1: 6555 STATE HIGHWAY 161 CITY: IRVING STATE: TX ZIP: 75039 FORMER NAME: FORMER CONFORMED NAME: MCKESSON HBOC INC DATE OF NAME CHANGE: 19990115 FORMER NAME: FORMER CONFORMED NAME: MCKESSON CORP DATE OF NAME CHANGE: 19950209 FORMER NAME: FORMER CONFORMED NAME: SP VENTURES INC DATE OF NAME CHANGE: 19940728 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: 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 4 1 dp123740_4-chi.xml FORM 4 X0306 4 2020-03-09 1 0001756497 Change Healthcare Inc. CHNG 0000927653 MCKESSON CORP 6555 STATE HIGHWAY 161 IRVING TX 75039 0 0 0 1 Former 10% Owner LLC Units 2020-03-09 4 J 0 92447759 0 D Common Shares 92447759 0 I by PF2 SpinCo, Inc. LLC Units 2020-03-09 4 J 0 82692470 0 D Common Shares 82692470 0 I by PF2 PST Services LLC LLC Units 2020-03-09 4 J 0 854963 0 D Common Shares 854963 0 I by PF2 IP LLC Represents LLC Units in Change Healthcare LLC. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC dated as of March 1, 2017 (the "LLC Agreement"), the holders of these LLC Units could, at their election from time to time, on the terms and subject to the conditions provided in the LLC Agreement, exchange their LLC Units for shares of the issuer's common stock on a one-for-one basis. On March 9, 2020, McKesson Corporation ("McKesson") completed an exchange offer, as described in more detail in the Prospectus--Offer to Exchange dated February 28, 2020 filed with the Securities and Exchange Commission by PF2 SpinCo, Inc. ("SpinCo"), pursuant to which all shares of SpinCo common stock owned by McKesson were exchanged for shares of McKesson common stock at a ratio of 11.4086 shares of SpinCo common stock for each share of McKesson common stock tendered and accepted in such offer. Upon consummation of the exchange offer, McKesson ceased to be a shareholder of SpinCo. As a result, the LLC Units held by SpinCo and its wholly owned subsidiaries PF2 PST Services LLC and PF2 IP LLC, ceased to be beneficially owned by McKesson, and McKesson ceased to be a 10% owner of the common stock of the issuer. Represents LLC Units held by SpinCo, which was a wholly-owned subsidiary of McKesson prior to the transaction reported here. Represents LLC Units held by PF2 PST Services LLC, which was a wholly-owned subsidiary of SpinCo at the time of the transaction. Represents LLC Units held by PF2 IP LLC, which was a wholly-owned subsidiary of SpinCo at the time of the transaction. /s/ McKesson Corporation, by Michele Lau, Senior Vice President, Corporate Secretary and Associate General Counsel 2020-03-11