August Calhoun - 28 Dec 2021 Form 4 Insider Report for Change Healthcare Inc.

Role
Title: EVP, and President, Sales and Operations
Signature
/s/ Carrie Ratliff, as Attorney-in-Fact
Issuer symbol
N/A
Transactions as of
28 Dec 2021
Net transactions value
-$406,009
Form type
4
Filing time
30 Dec 2021, 17:03:13 UTC
Previous filing
25 Feb 2022
Next filing
19 Apr 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHNG Common Stock Award $0 +37,451 +25% $0.000000 188,256 28 Dec 2021 Direct F1
transaction CHNG Common Stock Tax liability $406,009 -18,937 -10% $21.44 169,319 28 Dec 2021 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger whereby the Issuer will be acquired by UnitedHealth Group Incorporated, the Compensation Committee of the Board of Directors of the Issuer accelerated the payment of certain restricted stock unit ("RSU") awards granted on (i) August 20, 2019, (ii) June 17, 2020, and (iii) April 1, 2021 in connection with certain tax-planning actions to mitigate adverse tax consequences of Section 280G and Section 4999 of the Internal Revenue Code of 1986 (as amended).
F2 The shares reported were withheld from the shares deliverable upon vesting of the RSUs to satisfy tax withholding requirements.

Remarks:

Title: EVP, and President, Sales and Operations