Power Nella Domenici - 03 Oct 2022 Form 4 Insider Report for Change Healthcare Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
05 Oct 2022, 16:32:12 UTC
Prior SEC filing
23 May 2022
Next SEC filing
23 Feb 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Robert Zachary Beasley, as Attorney-in-Fact

Key filing fact

Power Nella Domenici filed Form 4 for Change Healthcare Inc. on 05 Oct 2022.

Key facts

  • This page summarizes Power Nella Domenici's Form 4 filing for Change Healthcare Inc..
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 05 Oct 2022, 16:32.

Change

  • Previous filing in this sequence was filed on 23 May 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CHNG transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-29,280
Change %
-100%
Price
Shares after
0
Date
03 Oct 2022
Ownership
Direct
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Power Nella Domenici is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote F1

On October 3, 2022, UnitedHealth Group Incorporated ("UnitedHealth Group") acquired Change Healthcare Inc. (the "Issuer") pursuant to that certain Agreement and Plan of Merger dated as of January 5, 2021 (the "Merger Agreement") by and among the Issuer, UnitedHealth Group and Cambridge Merger Sub Inc., a wholly owned subsidiary of UnitedHealth Group ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of UnitedHealth Group. At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (the "Common Stock") (other than certain excluded shares) automatically converted into the right to receive $25.75 per share in cash, without interest and less any applicable holding tax.

Footnote F2

At the Effective Time of the Merger, all deferred stock units of the Issuer automatically vested and were automatically converted into UnitedHealth Group deferred stock units calculated by taking the merger consideration of $25.75 per share of Common Stock and dividing it by the volume weighted average of the closing sale prices per share of UnitedHealth Group common stock on each of the five full consecutive trading days ending on and including the third business day prior to the Merger closing date and continue to be subject to the same terms and conditions (including settlement terms) as were applicable to the Issuer deferred stock units.

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