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
                      

1. Name and Address of Reporting Person *

Reddy Sundeep G.
2. Issuer Name and Ticker or Trading Symbol

MCKESSON CORP [ MCK ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SVP & Controller
(Last)          (First)          (Middle)

6555 STATE HWY 161
3. Date of Earliest Transaction (MM/DD/YYYY)

3/12/2020
(Street)

IRVING, TX 75039
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 3/12/2020  D(1)  37 (2)D (3)1231 D 
 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On February 10, 2020, McKesson Corporation (NYSE:MCK) commenced an exchange offer (the "exchange offer") related to the split-off of its wholly-owned subsidiary, PF2 Spinco, Inc. ("SpinCo"), which then held, directly or indirectly, all of McKesson's interests in Change Healthcare LLC ("Change Healthcare"), as part of McKesson's previously announced agreement with Change Healthcare Inc. (Nasdaq:CHNG) ("Change") to merge SpinCo with and into Change. In the exchange offer, McKesson offered to exchange 175,995,192 shares of SpinCo common stock, par value $0.001 per share ("SpinCo Common Stock"), which represented all of the shares of SpinCo Common Stock that were then outstanding, for outstanding shares of McKesson common stock, par value $0.01 per share ("McKesson Common Stock"), that were tendered and accepted, as described in further detail in SpinCo's prospectus - offer to exchange dated February 28, 2020 (the "Prospectus - Offer to Exchange").
(2) The number of shares of McKesson Common Stock reported reflects the total tendered by and accepted from the reporting person, based on a final proration factor with approximately 14.82 % for the exchange offer, which was announced on March 12, 2020, the day after the day on which the guaranteed delivery period for the exchange offer ended.
(3) In the exchange offer, each share of SpinCo Common Stock owned by McKesson was 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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Reddy Sundeep G.
6555 STATE HWY 161
IRVING, TX 75039


SVP & Controller

Signatures
Laura Heiman, Attorney-in-fact3/16/2020
**Signature of Reporting PersonDate

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