SEC Form 4

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

OMB Number:

3235-0287

Estimated average burden

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

hours per response:

0.5

or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person*

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer

De Crescenzo Neil E.

Change Healthcare Inc.[ CHNG ]

(Check all applicable)

X

Director

10% Owner

X

Officer (give title

Other (specify

(Last)

(First)

(Middle)

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

below)

below)

C/O CHANGE HEALTHCARE INC.

04/01/2021

President & CEO

424 CHURCH STREET, SUITE 1400

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

6. Individual or Joint/Group Filing (Check Applicable

(Street)

Line)

X Form filed by One Reporting Person

NASHVILLE TN

37219

Form filed by More than One Reporting

(City)

(State)

(Zip)

Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction

2A. Deemed

3.

4. Securities Acquired (A) or

5. Amount of

6. Ownership

7. Nature

Date

Execution Date,

Transaction

Disposed Of (D) (Instr. 3, 4 and

Securities

Form: Direct

of Indirect

(Month/Day/Year)

if any

Code (Instr.

5)

Beneficially

(D) or Indirect

Beneficial

(Month/Day/Year)

8)

Owned Following

(I) (Instr. 4)

Ownership

Reported

(Instr. 4)

Code

V

Amount

(A) or

Price

Transaction(s)

(D)

(Instr. 3 and 4)

Common Stock

04/01/2021

A

289,473(1)

A

$0.00

737,334(2)

D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of

2.

3. Transaction

3A. Deemed

4.

5. Number

6. Date Exercisable and

7. Title and

8. Price of

9. Number of

10.

11. Nature

Derivative

Conversion

Date

Execution Date,

Transaction

of

Expiration Date

Amount of

Derivative

derivative

Ownership

of Indirect

Security

or Exercise

(Month/Day/Year)

if any

Code (Instr.

Derivative

(Month/Day/Year)

Securities

Security

Securities

Form:

Beneficial

(Instr. 3)

Price of

(Month/Day/Year)

8)

Securities

Underlying

(Instr. 5)

Beneficially

Direct (D)

Ownership

Derivative

Acquired

Derivative

Owned

or Indirect

(Instr. 4)

Security

(A) or

Security (Instr.

Following

(I) (Instr. 4)

Disposed

3 and 4)

Reported

of (D)

Transaction(s)

(Instr. 3, 4

(Instr. 4)

and 5)

Amount

or

Number

Date

Expiration

of

Code

V

(A)

(D)

Exercisable

Date

Title

Shares

Explanation of Responses:

  1. Represents a grant of restricted stock units that vest as follows: 25% will vest on each of April 1, 2022, 2023, 2024, and 2025.
  2. The number of securities reported reflects the acquisition on March 31, 2021 of 1,674 shares of Change Healthcare Inc.'s common stock pursuant to the Change Healthcare Inc. Employee Stock Purchase Plan ("ESPP") for the ESPP purchase period of October 1, 2020 through March 31, 2021.

/s/ Carrie Ratliff, as Attorney- 04/02/2021 in-Fact

** 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 4 (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). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
    Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Change Healthcare Inc. published this content on 02 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2021 18:43:02 UTC.