Statement of Changes in Beneficial Ownership (4)
October 05 2022 - 4:32PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
GSO COF Facility LLC |
2. Issuer Name and Ticker or Trading Symbol
Change Healthcare Inc.
[
CHNG
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
|
(Last)
(First)
(Middle)
C/O BLACKSTONE ALTERNATIVE CREDIT, ADVISORS LP, 345 PARK AVENUE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/3/2022 |
(Street)
NEW YORK, NY 10154
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security (Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code (Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock | 10/3/2022 | | D | | 59040668 | D | $25.75 (1) | 0 | I | See Footnotes (2)(5)(7)(8)(9)(10) |
Common Stock | 10/3/2022 | | D | | 5434 | D | $25.75 (1) | 0 | I | See Footnotes (3)(5)(7)(8)(9)(10) |
Common Stock | 10/3/2022 | | D | | 574151 | D | $25.75 (1) | 0 | I | See Footnotes (4)(6)(7)(8)(9)(10) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | 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, each issued and outstanding share of common stock, par value $0.001 per share, of the Issuer (other than certain excluded shares) automatically converted into the right to receive $25.75 per share in cash, without interest and less any applicable withholding tax. |
(2) | These securities are directly held by BCP Summit Holdings L.P. The general partner of BCP Summit Holdings L.P. is BCP Summit Holdings GP L.L.C. The general partner of BCP Summit Holdings GP L.L.C. is Blackstone Management Associates VI L.L.C. The sole member of Blackstone Management Associates VI L.L.C. is BMA VI L.L.C. |
(3) | These securities are directly held by BFIP Summit Holdings L.P. The general partner of BFIP Summit Holdings L.P. is BFIP Summit Holdings GP L.L.C. The general partner of BFIP Summit Holdings GP L.L.C. is BCP VI Side-by-Side GP L.L.C. |
(4) | These securities are directly held by GSO COF Facility LLC. |
(5) | Blackstone Holdings III L.P. is the managing member of BMA VI L.L.C. and the sole member of BCP VI Side-by-Side GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. The sole member of Blackstone Holdings III GP Management L.L.C. is Blackstone Inc. ("Blackstone"). |
(6) | The collateral manager of GSO COF Facility LLC is Blackstone Alternative Credit Advisors LP. GSO Advisor Holdings L.L.C. is the special limited partner of Blackstone Alternative Credit Advisors LP with the investment and voting power over the securities beneficially owned by Blackstone Alternative Credit Advisors LP. The sole member of GSO Advisor Holdings L.L.C. is Blackstone Holdings I L.P. The general partner of Blackstone Holdings I L.P. is Blackstone Holdings I/II GP L.L.C. The sole member of Blackstone Holdings I/II GP L.L.C. is Blackstone. |
(7) | The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. |
(8) | Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. |
(9) | Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. |
(10) | Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
|
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GSO COF Facility LLC C/O BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP, 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Blackstone Alternative Credit Advisors LP 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
GSO Advisor Holdings L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Blackstone Holdings I L.P. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Blackstone Holdings I/II GP L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Blackstone Inc. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Blackstone Group Management L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
SCHWARZMAN STEPHEN A C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK, NY 10154 |
| X |
|
|
Signatures
|
GSO COF FACILITY LLC, By: Blackstone Alternative Credit Advisors LP, as collateral manager, By: /s/ Marisa J. Beeney, Name: Marisa J. Beeney, Title: Authorized Signatory | | 10/5/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE ALTERNATIVE CREDIT ADVISORS LP, By: /s/ Marisa J. Beeney, Name: Marisa J. Beeney, Title: Authorized Signatory | | 10/5/2022 |
**Signature of Reporting Person | Date |
GSO ADVISOR HOLDINGS L.L.C., By: Blackstone Holdings I L.P., its sole member, By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 10/5/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 10/5/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE HOLDINGS I/II GP L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 10/5/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE INC., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 10/5/2022 |
**Signature of Reporting Person | Date |
BLACKSTONE GROUP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director | | 10/5/2022 |
**Signature of Reporting Person | Date |
STEPHEN A. SCHWARZMAN, /s/ Stephen A. Schwarzman | | 10/5/2022 |
**Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Change Healthcare (NASDAQ:CHNG)
Historical Stock Chart
From May 2024 to Jun 2024
Change Healthcare (NASDAQ:CHNG)
Historical Stock Chart
From Jun 2023 to Jun 2024