4//SEC Filing
Domenici Nella 4
Accession 0000899243-22-033014
CIK 0001756497other
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 4:32 PM ET
Size
6.4 KB
Accession
0000899243-22-033014
Insider Transaction Report
Form 4
Domenici Nella
Director
Transactions
- Disposition to Issuer
Common Stock
2022-10-03−29,280→ 0 total
Footnotes (2)
- [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.
- [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.
Documents
Issuer
Change Healthcare Inc.
CIK 0001756497
Entity typeother
Related Parties
1- filerCIK 0001798944
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 4:32 PM ET
- Size
- 6.4 KB