Sec Form 3 Filing - Hellman & Friedman LLC @ Change Healthcare Inc. - 2019-06-27

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hellman & Friedman 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) 415 MISSION STREET, SUITE 5700, 3. Date of Earliest Transaction (MM/DD/YY) 06/27/2019 (Street) SAN FRANCISCO, CA94105 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 5,145,941 I See Footnote ( 1 ) ( 6 ) Common Stock 9,880,986 I See Footnote ( 2 ) ( 6 ) Common Stock 44,183 I See Footnote ( 3 ) ( 6 ) Common Stock 4,993 I See Footnote ( 4 ) ( 6 ) Common Stock 55,341 I See Footnote ( 5 ) ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hellman & Friedman LLC 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 X Hellman & Friedman Investors VI, L.P. C/O HELLMAN & FRIEDMAN LLC 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 X H&F Harrington AIV II, L.P. C/O HELLMAN & FRIEDMAN LLC 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 X HFCP VI Domestic AIV, L.P. C/O HELLMAN & FRIEDMAN LLC 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 X Hellman & Friedman Capital Executives VI LP C/O HELLMAN & FRIEDMAN LLC 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 X Hellman & Friedman Capital Associates VI, L.P. C/O HELLMAN & FRIEDMAN LLC 415 MISSION STREET, SUITE 5700 SAN FRANCISCO, CA94105 X Signatures HELLMAN & FRIEDMAN LLC, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner 06/27/2019 Signature of Reporting Person Date HELLMAN & FRIEDMAN INVESTORS VI, L.P., By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner 06/27/2019 Signature of Reporting Person Date H&F HARRINGTON AIV II, L.P., By: Hellman & Friedman Investors VI, L.P., as general partner, By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner 06/27/2019 Signature of Reporting Person Date HFCP VI DOMESTIC AIV, L.P., By: Hellman & Friedman Investors VI, L.P., as general partner, By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner 06/27/2019 Signature of Reporting Person Date HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P., By: Hellman & Friedman Investors VI, L.P., as general partner, By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner 06/27/2019 Signature of Reporting Person Date HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P., By: Hellman & Friedman Investors VI, L.P., as general partner, By: Hellman & Friedman LLC, as general partner, By: /s/ Trevor Watt, Name: Trevor Watt, Title: Partner 06/27/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects securities directly held by H&F Harrington AIV II, L.P. ( 2 )Reflects securities directly held by HFCP VI Domestic AIV, L.P. ( 3 )Reflects securities directly held by Hellman & Friedman Capital Executives VI, L.P. ( 4 )Reflects securities directly held by Hellman & Friedman Capital Associates VI, L.P. ( 5 )Reflects securities directly held by Hellman & Friedman Investors VI, L.P. (collectively with H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P., the "H&F Entities"). ( 6 )The general partner of each of H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. is Hellman & Friedman Investors VI, L.P. The general partner of Hellman & Friedman Investors VI, L.P. is Hellman & Friedman LLC. A four member investment committee of Hellman & Friedman LLC has investment discretion over the shares held by the H&F Entities. Each of the members of the investment committee disclaims beneficial ownership of such shares, except to the extent of any respective pecuniary interest therein.

Remarks: Pursuant to Rule 16a-1(a)(4) of the Securities Exchange Act of 1934, as amended, each Reporting Person states that this filing shall not be an admission that such Reporting Person is the beneficial owner of any of the securities reported herein, and such Reporting Person disclaims beneficial ownership of such securities except to the extent of such Reporting Person's pecuniary interest therein.

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).

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