Loretta A. Cecil - Dec 28, 2021 Form 4 Insider Report for Change Healthcare Inc. (CHNG)

Role: EVP, General Counsel
Signature: /s/ Carrie Ratliff, as Attorney-in-Fact
Stock symbol: CHNG
Transactions as of: Dec 28, 2021
Transactions value $: -$297,266
Form type: 4
Date filed: 12/30/2021, 05:04 PM
Previous filing: Feb 25, 2022
Next filing: Apr 19, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHNG	Common Stock	Award	$0	+30.7K	+25%	$0.00	154K	Dec 28, 2021	Direct	F1
transaction	CHNG	Common Stock	Tax liability	-$297K	-13.9K	-9.02%	$21.44	140K	Dec 28, 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.

Content

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).

The shares reported were withheld from the shares deliverable upon vesting of the RSUs to satisfy tax withholding requirements.