Crescenzo Neil E. De Form 3 Change Healthcare / Crescenzo Neil E. De ownership change

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^*

De Crescenzo Neil E.

(Last) (First) (Middle)

C/O CHANGE HEALTHCARE INC.,

3055 LEBANON PIKE, SUITE 1000

(Street)

NASHVILLE TN 37214

(City) (State) (Zip)

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
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	123,872	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Stock Options (Right to Buy)	(1)	09/30/2023	Common Stock	792,784	8.07	D
Stock Options (Right to Buy)	(1)	09/30/2023	Common Stock	316,000	19.58	D
Stock Options (Right to Buy)	(2)	08/08/2027	Common Stock	632,000	18.99	D
Stock Options (Right to Buy)	(3)	05/25/2028	Common Stock	94,800	18.99	D

Explanation of Responses:

1. Reflects options that are fully vested.

2. Reflects options that vest in four equal annual installments beginning on March 1, 2018.

3. Reflects options that vest in four equal annual installments beginning on April 6, 2019.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Carrie Ratliff, as Attorney-in-Fact	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).
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