0000899243-22-033009.txt : 20221005
0000899243-22-033009.hdr.sgml : 20221005
20221005163131
ACCESSION NUMBER: 0000899243-22-033009
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: MCKENZIE DIANA
CENTRAL INDEX KEY: 0001754648
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38961
FILM NUMBER: 221296045
MAIL ADDRESS:
STREET 1: METLIFE
STREET 2: 200 PARK AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10166
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
0001754648
MCKENZIE DIANA
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
40706
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