Loretta A. Cecil - Apr 21, 2022 Form 4 Insider Report for Change Healthcare Inc. (CHNG)

Role: EVP, General Counsel
Signature: /s/ Robert Zachary Beasley, as Attorney-in-Fact
Stock symbol: CHNG
Transactions as of: Apr 21, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/25/2022, 05:03 PM
Previous filing: Apr 19, 2022
Next filing: Jun 3, 2022

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	Stock Option (Right to Buy)	Award	$0	+180K		$0.00	180K	Apr 21, 2022	Common Stock	180K	$18.99	Direct	F1
transaction	CHNG	Stock Option (Right to Buy	Award	$0	+36K		$0.00	36K	Apr 21, 2022	Common Stock	36K	$18.99	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects an August 7, 2017 option grant (the "2017 Option Grant") which was previously not required to be reported as a derivative security. On April 21, 2022, the Company approved an additional service-based vesting opportunity for the options. Options to vest in three equal annual installments, subject to the Reporting Person's continued employment through the applicable vesting date, commencing upon the earlier to occur of: (a) affiliates of Blackstone Inc. selling more than 25% of the equity interests of the Company (the "Exit Event") or (b) June 30, 2022. Any options outstanding under 2017 Option Grant will fully vest and become exercisable upon an Exit Event in which the equity interests are sold at a weighted average price in excess of $33.23 per share.
F2	Reflects a May 25, 2018 option grant which was previously not required to be reported as a derivative security. On April 21, 2022, the Company approved an additional service-based vesting opportunity for the options. Options to vest in three equal annual installments, subject to the Reporting Person's continued employment through the applicable vesting date, commencing upon the earlier to occur of: (a) the Exit Event or (b) June 30, 2022.

Content

Reflects an August 7, 2017 option grant (the "2017 Option Grant") which was previously not required to be reported as a derivative security. On April 21, 2022, the Company approved an additional service-based vesting opportunity for the options. Options to vest in three equal annual installments, subject to the Reporting Person's continued employment through the applicable vesting date, commencing upon the earlier to occur of: (a) affiliates of Blackstone Inc. selling more than 25% of the equity interests of the Company (the "Exit Event") or (b) June 30, 2022. Any options outstanding under 2017 Option Grant will fully vest and become exercisable upon an Exit Event in which the equity interests are sold at a weighted average price in excess of $33.23 per share.

Reflects a May 25, 2018 option grant which was previously not required to be reported as a derivative security. On April 21, 2022, the Company approved an additional service-based vesting opportunity for the options. Options to vest in three equal annual installments, subject to the Reporting Person's continued employment through the applicable vesting date, commencing upon the earlier to occur of: (a) the Exit Event or (b) June 30, 2022.