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) |
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 | ||||
LLC Units | (1) | (1) | Common Stock | 83,547,432(4) | 0 | I | By PF2 IP LLC(2) |
LLC Units | (1) | (1) | Common Stock | 92,447,760(4) | 0 | I | ByPF2 PST Services Inc.(3) |
Explanation of Responses: |
1. Following the expiration of the underwriter lock-up period in connection with the registrant's public offering, on the terms and subject to the conditions provided in the Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC dated as of March 1, 2017 (the "LLC Agreement"), the reporting persons may, 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 our common stock on a one-for-one basis. |
2. The sole member of PF2 IP LLC is McKesson Corporation. |
3. The sole stockholder of PF2 PST Services Inc. is PF2 McKesson Technologies, Inc. The sole stockholder of PF2 McKesson Technologies, Inc. is McKesson Corporation. |
4. The reporting person and each of its subsidiaries disclaims beneficial ownership except to the extent of its pecuniary interest therein. |
/s/ Michele Lau, Senior Vice President, Corporate Secretary and Associate General Counsel | 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. |