| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | CHNG | Common Stock | Disposed to Issuer | -$1.52B | -59M | -100% | $25.75 | 0 | Oct 3, 2022 | See Footnotes | F1, F2, F5, F7, F8, F9, F10 |
| transaction | CHNG | Common Stock | Disposed to Issuer | -$140K | -5.43K | -100% | $25.75 | 0 | Oct 3, 2022 | See Footnotes | F1, F3, F5, F7, F8, F9, F10 |
| transaction | CHNG | Common Stock | Disposed to Issuer | -$14.8M | -574K | -100% | $25.75 | 0 | Oct 3, 2022 | See Footnotes | F1, F4, F6, F7, F8, F9, F10 |
GSO COF Facility LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | 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, each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (other than certain excluded shares) automatically converted into the right to receive $25.75 per share in cash, without interest and less any applicable withholding tax. |
| F2 | These securities are directly held by BCP Summit Holdings L.P. The general partner of BCP Summit Holdings L.P. is BCP Summit Holdings GP L.L.C. The general partner of BCP Summit Holdings GP L.L.C. is Blackstone Management Associates VI L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. |
| F3 | These securities are directly held by BFIP Summit Holdings L.P. The general partner of BFIP Summit Holdings L.P. is BFIP Summit Holdings GP L.L.C. The general partner of BFIP Summit Holdings GP L.L.C. is BCP VI Side-by-Side GP L.L.C. |
| F4 | These securities are directly held by GSO COF Facility LLC. |
| F5 | Blackstone Holdings III L.P. is the managing member of BMA VI L.L.C. and the sole member of BCP VI Side-by-Side GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is Blackstone Inc. ("Blackstone"). |
| F6 | The collateral manager of GSO COF Facility LLC is Blackstone Alternative Credit Advisors LP. GSO Advisor Holdings L.L.C. is the special limited partner of Blackstone Alternative Credit Advisors LP with the investment and voting power over the securities beneficially owned by Blackstone Alternative Credit Advisors LP. The sole member of GSO Advisor Holdings L.L.C. is Blackstone Holdings I L.P. The general partner of Blackstone Holdings I L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone. |
| F7 | The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
| F8 | Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
| F9 | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
| F10 | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |