Sec Form 4 Filing - Blackstone Management Associates VI L.L.C. @ Change Healthcare Inc. - 2022-10-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Blackstone Management Associates VI L.L.C.
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 INC., 345 PARK AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/03/2022
(Street)
NEW YORK, NY10154
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 10/03/2022 D 59,040,668 D $ 25.75( 1 ) 0 I See Footnotes( 2 )( 5 )( 7 )( 8 )( 9 )( 10 )
Common Stock 10/03/2022 D 5,434 D $ 25.75( 1 ) 0 I See Footnotes( 3 )( 5 )( 7 )( 8 )( 9 )( 10 )
Common Stock 10/03/2022 D 574,151 D $ 25.75( 1 ) 0 I See Footnotes( 4 )( 6 )( 7 )( 8 )( 9 )( 10 )
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
Blackstone Management Associates VI L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BMA VI L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
BCP VI Side-By-Side GP L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III GP L.P.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Blackstone Holdings III GP Management L.L.C.
C/O BLACKSTONE INC.
345 PARK AVENUE
NEW YORK, NY10154
X
Signatures
BLACKSTONE MANAGEMENT ASSOCIATES VI L.L.C., By: BMA VI L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 10/05/2022
Signature of Reporting Person Date
BMA VI L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 10/05/2022
Signature of Reporting Person Date
BCP VI SIDE-BY-SIDE GP L.L.C., By: Blackstone Holdings III L.P., its sole member, By: Blackstone Holdings III GP L.P., its GP, By: Blackstone Holdings III GP Management L.L.C., its GP, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/05/2022
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III L.P., By: Blackstone Holdings III GP L.P., its general partner, By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/05/2022
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III GP L.P., By: Blackstone Holdings III GP Management L.L.C., its general partner, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/05/2022
Signature of Reporting Person Date
BLACKSTONE HOLDINGS III GP MANAGEMENT L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Senior Managing Director 10/05/2022
Signature of Reporting Person Date
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.

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