Thomas Mcenery - Dec 28, 2021 Form 4 Insider Report for Change Healthcare Inc. (CHNG)

Role: EVP & Chief Marketing Officer
Signature: /s/ Carrie Ratliff, as Attorney-in-Fact
Stock symbol: CHNG
Transactions as of: Dec 28, 2021
Transactions value $: $345,635
Form type: 4
Date filed: 12/30/2021, 05:04 PM
Previous filing: Jun 24, 2021
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	+28.64%	$0.00	138K	Dec 28, 2021	Direct	F1
transaction	CHNG	Common Stock	Tax liability	-$323K	-15.1K	-10.92%	$21.44	123K	Dec 28, 2021	Direct	F2
transaction	CHNG	Common Stock	Options Exercise	$669K	+57.7K	+46.88%	$11.60	181K	Dec 29, 2021	Direct

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

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CHNG	Non-Qualified Stock Option (right to buy)	Options Exercise	$0	+57.7K		$0.00	57.7K	Dec 29, 2021	Common Stock	57.7K	$11.60	Direct	F3, F4

* 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.
F3	Option granted pursuant to that certain Amended and Restated HCIT Holdings, Inc. 2009 Equity Incentive Plan.
F4	These Non-Qualified Stock Options are fully vested.