0000899243-22-033012.txt : 20221005 0000899243-22-033012.hdr.sgml : 20221005 20221005163154 ACCESSION NUMBER: 0000899243-22-033012 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: De Crescenzo Neil E. CENTRAL INDEX KEY: 0001778464 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38961 FILM NUMBER: 221296049 MAIL ADDRESS: STREET 1: C/O CHANGE HEALTHCARE INC. STREET 2: 3055 LEBANON PIKE, SUITE 1000 CITY: NASHVILLE STATE: TN ZIP: 37214 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 0001778464 De Crescenzo Neil E. C/O CHANGE HEALTHCARE INC., 424 CHURCH STREET, SUITE 1400 NASHVILLE TN 37219 1 1 0 0 President & CEO Common Stock 2022-10-03 4 D 0 593181 25.75 D 743947 D Common Stock 2022-10-03 4 D 0 743947 D 0 D Common Stock 2022-10-03 4 A 0 220264 A 220264 D Common Stock 2022-10-03 4 D 0 220264 D 0 D Stock Option (right to buy) 18.99 2022-10-03 4 D 0 632000 D 2027-08-08 Common Stock 632000 0 D Stock Option (right to buy) 18.99 2022-10-03 4 D 0 94800 D 2028-05-25 Common Stock 94800 0 D Stock Option (right to buy) 8.07 2022-10-03 4 D 0 792784 D 2023-09-30 Common Stock 792784 0 D Stock Option (right to buy) 19.58 2022-10-03 4 D 0 316000 D 2023-09-30 Common Stock 316000 0 D Stock Option (right to buy) 18.99 2022-10-03 4 D 0 632000 D 2027-08-08 Common Stock 632000 0 D Stock Option (right to buy) 18.99 2022-10-03 4 D 0 94800 D 2028-05-25 Common Stock 94800 0 D Stock Appreciation right 0.38 2022-10-03 4 D 0 314595 D 2023-09-30 Common Stock 314595 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 (the "Merger Consideration"), without interest and less any applicable holding tax. Pursuant to the Merger Agreement, outstanding restricted stock units ("RSUs") of the Issuer were automatically converted into UnitedHealth Group RSUs calculated by taking the Merger Consideration and dividing it by the volume weighted average of the closing sale price 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 (the "Equity Award Exchange Ratio") and continue to be subject to the same terms and conditions (including vesting and settlement terms) as were applicable to the Issuer RSUs. Reflects performance based restricted stock units ("PSUs") granted on October 29, 2020 which were originally scheduled to vest based on the achievement of certain performance criteria. Pursuant to the Merger Agreement, PSUs of the Issuer were automatically converted into time-vesting UnitedHealth Group RSUs, with the number of shares of UnitedHealth Group common stock subject to the UnitedHealth Group RSUs equal to (i) the number of shares of Common Stock underlying the Issuer PSUs based on target performance multiplied by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group RSUs will continue to be subject to the same terms and conditions as were applicable to the Issuer PSUs, and will vest on June 17, 2023. In connection with the Merger, stock option awards of the Issuer were automatically converted into an option to purchase a number of shares of common stock of UnitedHealth Group equal to the product of (i) the number of shares of Common Stock subject to the Issuer Stock option multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share equal to (i) the exercise price of the Issuer stock option divided by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group options will continue to be subject to the same terms and conditions as were applicable to the existing Issuer stock option. These options vest in three equal annual installments commencing on June 30, 2022. These options vest in three equal annual installments commencing on June 30, 2022. These options are fully vested. These stock appreciation rights ("SARs") are fully vested. Pursuant to the Merger Agreement, the SARs were automatically converted into SARs of UnitedHealth Group, denominated in a number of shares of common stock of UnitedHealth Group equal to the product of the number of shares of Common Stock subject to the Issuer SARs multiplied by the Equity Award Exchange Ratio, at an exercise price per share equal to the strike price per share applicable to such SAR divided by the Equity Award Exchange Ratio. The UnitedHealth Group SARs will continue to be subject to the same terms and conditions as were applicable to the Issuer SARs. Reflects a correction to the expiration date of the SARs reported in the Reporting Person's previously filed Form 4 reporting such SARs. /s/ Robert Zachary Beasley, as Attorney-in-Fact 2022-10-05