Statement of Changes in Beneficial Ownership (4)
May 05 2020 - 6:25PM
Edgar (US Regulatory)
FORM 4
[ ]
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
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MCENERY THOMAS |
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
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Marketing Officer |
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(Last)
(First)
(Middle)
C/O CHANGE HEALTHCARE INC.,, 3055 LEBANON PIKE, SUITE 1000 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/1/2020 |
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(Street)
NASHVILLE, TN 37214
(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 |
| Stock Appreciation Right | $0.38 | 5/1/2020 | | A (1) | | 22879 | | (2) | 11/14/2024 | Common Stock | 22879 | (1) | 22879 | D | |
| Explanation of Responses: |
| (1) | On May 1, 2020, pursuant to a Merger Agreement, dated as of April 30, 2020, entered into by and among Change Healthcare Solutions, LLC, a wholly owned subsidiary of the Issuer (the "Purchaser"), Change Healthcare Solutions MergerCo Inc., a wholly owned subsidiary of the Purchaser (the "Merger Sub"), eRx Network Holdings, Inc. (the "Target"), and other parties thereto, Merger Sub merged with and into Target, with Target being the surviving entity of such merger and becoming a wholly owned subsidiary of Purchaser (the "Merger"). In connection with the Merger, pursuant to a rollover arrangement with the Issuer, certain of the Reporting Person's equity awards of Target converted into equity awards of the Issuer. |
| (2) | These stock appreciation rights are fully vested. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
MCENERY THOMAS
C/O CHANGE HEALTHCARE INC.,
3055 LEBANON PIKE, SUITE 1000
NASHVILLE, TN 37214 |
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| EVP & Chief Marketing Officer |
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Signatures
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| Carrie Ratliff, as Attorney-in-Fact | | 5/5/2020 |
| **Signature of Reporting Person | Date |
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