SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 06/27/2019 | 3. Issuer Name and Ticker or Trading Symbol Change Healthcare Inc. [ CHNG ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 5,145,941 | I | See Footnote(1)(6) |
Common Stock | 9,880,986 | I | See Footnote(2)(6) |
Common Stock | 44,183 | I | See Footnote(3)(6) |
Common Stock | 4,993 | I | See Footnote(4)(6) |
Common Stock | 55,341 | I | See Footnote(5)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Reflects securities directly held by H&F Harrington AIV II, L.P. |
2. Reflects securities directly held by HFCP VI Domestic AIV, L.P. |
3. Reflects securities directly held by Hellman & Friedman Capital Executives VI, L.P. |
4. Reflects securities directly held by Hellman & Friedman Capital Associates VI, L.P. |
5. Reflects securities directly held by Hellman & Friedman Investors VI, L.P. (collectively with H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P., the "H&F Entities"). |
6. The general partner of each of H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. is Hellman & Friedman Investors VI, L.P. The general partner of Hellman & Friedman Investors VI, L.P. is Hellman & Friedman LLC. A four member investment committee of Hellman & Friedman LLC has investment discretion over the shares held by the H&F Entities. Each of the members of the investment committee disclaims beneficial ownership of such shares, except to the extent of any respective pecuniary interest therein. |
Remarks: |
Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each Reporting Person states that this filing shall not be an admission that such Reporting Person is the beneficial owner of any of the securities reported herein, and such Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein. |
HELLMAN & FRIEDMAN LLC, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner | 06/27/2019 | |
HELLMAN & FRIEDMAN INVESTORS VI, L.P., By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner | 06/27/2019 | |
H&F HARRINGTON AIV II, L.P., By: Hellman & Friedman Investors VI, L.P., as general partner, By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner | 06/27/2019 | |
HFCP VI DOMESTIC AIV, L.P., By: Hellman & Friedman Investors VI, L.P., as general partner, By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner | 06/27/2019 | |
HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P., By: Hellman & Friedman Investors VI, L.P., as general partner, By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner | 06/27/2019 | |
HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P., By: Hellman & Friedman Investors VI, L.P., as general partner, By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner | 06/27/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |