4//SEC Filing
MCENERY THOMAS 4
Accession 0000899243-22-033005
CIK 0001756497other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 4:31 PM ET
Size
31.3 KB
Accession
0000899243-22-033005
Insider Transaction Report
Form 4
MCENERY THOMAS
EVP & Chief Marketing Officer
Transactions
- Disposition to Issuer
Common Stock
2022-10-03$25.75/sh−113,454$2,921,441→ 132,878 total - Award
Common Stock
2022-10-03+8,577→ 8,577 total - Disposition to Issuer
Stock Option (right to buy)
2022-10-03−110,600→ 0 totalExercise: $18.99Exp: 2027-08-08→ Common Stock (110,600 underlying) - Award
Common Stock
2022-10-03+36,710→ 36,710 total - Disposition to Issuer
Stock Option (right to buy)
2022-10-03−22,120→ 0 totalExercise: $18.99Exp: 2028-05-25→ Common Stock (22,120 underlying) - Disposition to Issuer
Stock Option (right to buy)
2022-10-03−110,600→ 0 totalExercise: $18.99Exp: 2027-08-08→ Common Stock (110,600 underlying) - Disposition to Issuer
Common Stock
2022-10-03−132,878→ 0 total - Award
Common Stock
2022-10-03+24,621→ 24,621 total - Disposition to Issuer
Common Stock
2022-10-03$25.75/sh−24,621$633,991→ 0 total - Disposition to Issuer
Common Stock
2022-10-03−8,577→ 0 total - Disposition to Issuer
Common Stock
2022-10-03−36,710→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2022-10-03−22,120→ 0 totalExercise: $18.99Exp: 2028-05-25→ Common Stock (22,120 underlying) - Disposition to Issuer
Stock Appreciation right
2022-10-03−22,879→ 0 totalExercise: $0.38Exp: 2024-11-14→ Common Stock (22,879 underlying)
Footnotes (10)
- [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 (the "Merger Consideration"), without interest and less any applicable holding tax.
- [F10]These stock appreciation rights ("SARs") are fully vested. Pursuant to the Merger Agreement, the SARs were automatically converted into SARs of UnitedHealth Group, denominated in a number of shares of common stock of UnitedHealth Group equal to the product of the number of shares of Common Stock subject to the Issuer SARs multiplied by the Equity Award Exchange Ratio, at an exercise price per share equal to the strike price per share applicable to such SAR divided by the Equity Award Exchange Ratio. The UnitedHealth Group SARs will continue to be subject to the same terms and conditions as were applicable to the Issuer SARs.
- [F2]Pursuant to the Merger Agreement, outstanding restricted stock units ("RSUs") of the Issuer were automatically converted into UnitedHealth Group RSUs calculated by taking the Merger Consideration and dividing it by the volume weighted average of the closing sale price 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 (the "Equity Award Exchange Ratio") and continue to be subject to the same terms and conditions (including vesting and settlement terms) as were applicable to the Issuer RSUs.
- [F3]Reflects the vesting of shares of exit-vesting restricted stock subject to specified return-based vesting conditions. The shares of exit-vesting restricted stock vested at the Effective Time and automatically converted into the right to receive the Merger Consideration.
- [F4]Reflects the vesting of exit-vesting RSUs subject to specified return-based vesting conditions. The exit-vesting RSUs vested at the Effective Time and automatically converted into vested UnitedHealth Group RSUs in connection with the Merger Agreement.
- [F5]Reflects performance based restricted stock units ("PSUs") granted on October 29, 2020 which were originally scheduled to vest based on the achievement of certain performance criteria. Pursuant to the Merger Agreement, PSUs of the Issuer were automatically converted into time-vesting UnitedHealth Group RSUs, with the number of shares of UnitedHealth Group common stock subject to the UnitedHealth Group RSUs equal to (i) the number of shares of Common Stock underlying the Issuer PSUs based on target performance multiplied by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group RSUs will continue to be subject to the same terms and conditions as were applicable to the Issuer PSUs, and will vest on June 17, 2023.
- [F6]In connection with the Merger, stock option awards of the Issuer were automatically converted into an option to purchase a number of shares of common stock of UnitedHealth Group equal to the product of (i) the number of shares of Common Stock subject to the Issuer stock option multiplied by (ii) the Equity Award Exchange Ratio, at an exercise price per share equal to (i) the exercise price of the Issuer stock option divided by (ii) the Equity Award Exchange Ratio. Except as described herein, the UnitedHealth Group options will continue to be subject to the same terms and conditions as were applicable to the existing Issuer stock option.
- [F7]These options vest in three equal annual installments commencing on June 30, 2022.
- [F8]These options vest in three equal annual installments commencing on June 30, 2022.
- [F9]These options are fully vested.
Documents
Issuer
Change Healthcare Inc.
CIK 0001756497
Entity typeother
Related Parties
1- filerCIK 0001205421
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 4:31 PM ET
- Size
- 31.3 KB