Thomas Mcenery - Aug 20, 2020 Form 4/A - Amendment Insider Report for Change Healthcare Inc. (CHNG)

Signature
/s/ Robert Zachary Beasley, as Attorney-in-Fact
Stock symbol
CHNG
Transactions as of
Aug 20, 2020
Transactions value $
-$258,683
Form type
4/A - Amendment
Date filed
2/25/2022, 03:40 PM
Date Of Original Report
Dec 30, 2021
Next filing
Jun 24, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHNG Common Stock Options Exercise +7.7K +7.18% 115K Aug 20, 2020 Direct F4
transaction CHNG Common Stock Disposed to Issuer -$99.6K -7.7K -6.7% $12.93 107K Aug 20, 2020 Direct
transaction CHNG Common Stock Options Exercise +11K +10.23% 118K Jun 17, 2021 Direct F4
transaction CHNG Common Stock Disposed to Issuer -$253K -11K -9.28% $23.07 107K Jun 17, 2021 Direct
transaction CHNG Common Stock Options Exercise +7.7K +7.12% 116K Aug 1, 2021 Direct F4
transaction CHNG Common Stock Disposed to Issuer -$167K -7.7K -6.7% $21.71 107K Aug 1, 2021 Direct
transaction CHNG Common Stock Options Exercise +7.7K +7.18% 115K Dec 28, 2021 Direct F1, F2, F4
transaction CHNG Common Stock Disposed to Issuer -$165K -7.7K -6.7% $21.44 107K Dec 28, 2021 Direct F1, F2
transaction CHNG Common Stock Tax liability -$242K -11.3K -10.53% $21.44 96K Dec 28, 2021 Direct F2
transaction CHNG Common Stock Options Exercise $669K +57.7K +60.05% $11.60 154K Dec 29, 2021 Direct F3

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 Cash-Settled Restricted Stock Units Options Exercise $0 -7.7K -33.33% $0.00 15.4K Aug 20, 2020 Common Stock 7.7K Direct F4, F5
transaction CHNG Cash-Settled Restricted Stock Units Options Exercise $0 -11K -100% $0.00* 0 Jun 17, 2021 Common Stock 11K Direct F4, F6
transaction CHNG Cash-Settled Restricted Stock Units Options Exercise $0 -7.7K -50% $0.00 7.7K Aug 1, 2021 Common Stock 7.7K Direct F4, F5
transaction CHNG Cash-Settled Restricted Stock Units Options Exercise $0 -7.7K -100% $0.00* 0 Dec 28, 2021 Common Stock 7.7K Direct F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The original Form 4, filed on December 30, 2021 (the "December Form 4") is being amended to report the acquisition and disposition of shares in connection with the cash settlement of certain previously awarded RSUs.
F2 The December Form 4, is being amended to remove the transaction reporting the acquisition of underlying certain RSUs, as such shares had already previously been reported at the time of grant of the RSUs, and to correct the number of shares withheld from the shares deliverable upon vesting of the RSUs to satisfy tax withholding requirements, as well as the amount of securities beneficially owned following the reported transaction.
F3 The December Form 4 is being amended to correct the amount of securities beneficially owned following the reported transaction, as a result of the corrections noted above.
F4 Each cash-settled restricted stock unit represents the contingent right to receive the cash value of one share of the Company's Common Stock upon vesting.
F5 Pursuant to a grant on August 20, 2019, whereby (a) one-third to vests on each of August 1, 2021 and 2022 and (b) one-third vests on August 1, 2021, subject to accelerated vesting based on certain events. 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 August 1, 2022 vesting date.
F6 Pursuant to a grant on June 17, 2020, these cash-settled restricted stock units vested in full on June 17, 2021.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney