0000899243-22-033008.txt : 20221005 0000899243-22-033008.hdr.sgml : 20221005 20221005163126 ACCESSION NUMBER: 0000899243-22-033008 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221003 FILED AS OF DATE: 20221005 DATE AS OF CHANGE: 20221005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NAGJI BANSI CENTRAL INDEX KEY: 0001632311 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38961 FILM NUMBER: 221296040 MAIL ADDRESS: STREET 1: MCKESSON CORPORATION STREET 2: 6555 STATE HIGHWAY 161 CITY: IRVING STATE: TX ZIP: 75039 FORMER NAME: FORMER CONFORMED NAME: Nagji Bansi DATE OF NAME CHANGE: 20150130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Change Healthcare Inc. CENTRAL INDEX KEY: 0001756497 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 822152098 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 424 CHURCH STREET, SUITE 1400 CITY: NASHVILLE STATE: TN ZIP: 37219 BUSINESS PHONE: 615-932-3000 MAIL ADDRESS: STREET 1: 424 CHURCH STREET, SUITE 1400 CITY: NASHVILLE STATE: TN ZIP: 37219 FORMER COMPANY: FORMER CONFORMED NAME: HCIT Holdings, Inc. DATE OF NAME CHANGE: 20181019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-10-03 1 0001756497 Change Healthcare Inc. CHNG 0001632311 NAGJI BANSI C/O CHANGE HEALTHCARE INC., 424 CHURCH STREET, SUITE 1400 NASHVILLE TN 37219 1 0 0 0 Common Stock 2022-10-03 4 D 0 10000 25.75 D 29280 D Common Stock 2022-10-03 4 D 0 29280 D 0 D On October 3, 2022, UnitedHealth Group Incorporated ("UnitedHealth Group") acquired Change Healthcare Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of January 5, 2021 (the "Merger Agreement") by and among the Issuer, UnitedHealth Group and Cambridge Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $25.75 per share in cash, without interest and less any applicable holding tax. At the Effective Time of the Merger, all deferred stock units of the Issuer automatically vested and were automatically converted into UnitedHealth Group deferred stock units calculated by taking the merger consideration of $25.75 per share of Common Stock and dividing it by the volume weighted average of the closing sale prices per share of UnitedHealth Group common stock on each of the five full consecutive trading days ending on and including the third business day prior to the Merger closing date and continue to be subject to the same terms and conditions (including settlement terms) as were applicable to the Issuer deferred stock units. /s/ Robert Zachary Beasley, as Attorney-in-Fact 2022-10-05