Statement of Changes in Beneficial Ownership (4)
March 11 2020 - 7:53PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
MCKESSON CORP |
2. Issuer Name and Ticker or Trading Symbol
Change Healthcare Inc.
[
CHNG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Former 10% Owner |
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(Last)
(First)
(Middle)
6555 STATE HIGHWAY 161 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/9/2020 |
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(Street)
IRVING, TX 75039
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| LLC Units | (1) | 3/9/2020 | | J (2) | | | 92447759 | (1) | (1) | Common Shares | 92447759 | $0 | 0 | I | by PF2 SpinCo, Inc. (3) |
| LLC Units | (1) | 3/9/2020 | | J (2) | | | 82692470 | (1) | (1) | Common Shares | 82692470 | $0 | 0 | I | by PF2 PST Services LLC (4) |
| LLC Units | (1) | 3/9/2020 | | J (2) | | | 854963 | (1) | (1) | Common Shares | 854963 | $0 | 0 | I | by PF2 IP LLC (5) |
| Explanation of Responses: |
| (1) | 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. |
| (2) | 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. |
| (3) | Represents LLC Units held by SpinCo, which was a wholly-owned subsidiary of McKesson prior to the transaction reported here. |
| (4) | Represents LLC Units held by PF2 PST Services LLC, which was a wholly-owned subsidiary of SpinCo at the time of the transaction. |
| (5) | Represents LLC Units held by PF2 IP LLC, which was a wholly-owned subsidiary of SpinCo at the time of the transaction. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MCKESSON CORP
6555 STATE HIGHWAY 161
IRVING, TX 75039 |
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| Former 10% Owner |
Signatures
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| /s/ McKesson Corporation, by Michele Lau, Senior Vice President, Corporate Secretary and Associate General Counsel | | 3/11/2020 |
| **Signature of Reporting Person | Date |
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