Change Healthcare (CHNG) Form 4/A Change Healthcare / THOMAS MCENERY ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MCENERY THOMAS

(Last) (First) (Middle)

C/O CHANGE HEALTHCARE INC.

424 CHURCH STREET, SUITE 1400

(Street)

NASHVILLE TN 37219

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Change Healthcare Inc. [ CHNG ]

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

3. Date of Earliest Transaction (Month/Day/Year)
08/20/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/30/2021

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	08/20/2020		M		7,704	A	(4)	115,022	D
Common Stock	08/20/2020		D		7,704	D	$12.93	107,318	D
Common Stock	06/17/2021		M		10,974	A	(4)	118,292	D
Common Stock	06/17/2021		D		10,974	D	$23.07	107,318	D
Common Stock	08/01/2021		M		7,704	A	(4)	115,865	D
Common Stock	08/01/2021		D		7,704	D	$21.71	107,318	D
Common Stock	12/28/2021		M(2)		7,704(1)	A	(4)	115,022(1)	D
Common Stock	12/28/2021		D(2)		7,704(1)	D	$21.44	107,318(1)	D
Common Stock	12/28/2021		F		11,301(2)	D	$21.44	96,017(2)	D
Common Stock	12/29/2021		M		57,657	A	$11.6	153,674(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Cash-Settled Restricted Stock Units	(4)	08/20/2020		M			7,704	(5)	(5)	Common Stock	7,704	$0.00	15,408	D
Cash-Settled Restricted Stock Units	(4)	06/17/2021		M			10,974	(6)	(6)	Common Stock	10,974	$0.00	0	D
Cash-Settled Restricted Stock Units	(4)	08/01/2021		M			7,704	(5)	(5)	Common Stock	7,704	$0.00	7,704	D
Cash-Settled Restricted Stock Units	(4)	12/28/2021		M			7,704	(5)	(5)	Common Stock	7,704	$0.00	0	D

Explanation of Responses:

1. The original Form 4, filed on December 30, 2021 (the "December Form 4") is being amended to report the acquisition and disposition of shares in connection with the cash settlement of certain previously awarded RSUs.

2. The December Form 4, is being amended to remove the transaction reporting the acquisition of underlying certain RSUs, as such shares had already previously been reported at the time of grant of the RSUs, and to correct the number of shares withheld from the shares deliverable upon vesting of the RSUs to satisfy tax withholding requirements, as well as the amount of securities beneficially owned following the reported transaction.

3. The December Form 4 is being amended to correct the amount of securities beneficially owned following the reported transaction, as a result of the corrections noted above.

4. Each cash-settled restricted stock unit represents the contingent right to receive the cash value of one share of the Company's Common Stock upon vesting.

5. Pursuant to a grant on August 20, 2019, whereby (a) one-third to vests on each of August 1, 2021 and 2022 and (b) one-third vests on August 1, 2021, subject to accelerated vesting based on certain events. In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger whereby the Issuer will be acquired by UnitedHealth Group Incorporated, the Compensation Committee of the Board of Directors of the Issuer accelerated the August 1, 2022 vesting date.

6. Pursuant to a grant on June 17, 2020, these cash-settled restricted stock units vested in full on June 17, 2021.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Robert Zachary Beasley, as Attorney-in-Fact	02/25/2022
	** Signature of Reporting Person	Date
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