Sec Form 4 Filing - MCKESSON CORP @ Change Healthcare Inc. - 2020-03-09

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 MCKESSON CORP 2. Issuer Name and Ticker or Trading Symbol Change Healthcare Inc. [ CHNG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former 10% Owner (Last) (First) (Middle) 6555 STATE HIGHWAY 161 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2020 (Street) IRVING, TX75039 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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

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 LLC Units ( 1 ) 03/09/2020 J( 2 ) 92,447,759 ( 1 ) ( 1 ) Common Shares 92,447,759 $ 0 0 I by PF2 SpinCo, Inc. ( 3 ) LLC Units ( 1 ) 03/09/2020 J( 2 ) 82,692,470 ( 1 ) ( 1 ) Common Shares 82,692,470 $ 0 0 I by PF2 PST Services LLC ( 4 ) LLC Units ( 1 ) 03/09/2020 J( 2 ) 854,963 ( 1 ) ( 1 ) Common Shares 854,963 $ 0 0 I by PF2 IP LLC ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCKESSON CORP 6555 STATE HIGHWAY 161 IRVING, TX75039 Former 10% Owner Signatures /s/ McKesson Corporation, by Michele Lau, Senior Vice President, Corporate Secretary and Associate General Counsel 03/11/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents LLC Units in Change Healthcare LLC. Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC dated as of March 1, 2017 (the "LLC Agreement"), the holders of these LLC Units could, at their election from time to time, on the terms and subject to the conditions provided in the LLC Agreement, exchange their LLC Units for shares of the issuer's common stock on a one-for-one basis. ( 2 )On March 9, 2020, McKesson Corporation ("McKesson") completed an exchange offer, as described in more detail in the Prospectus--Offer to Exchange dated February 28, 2020 filed with the Securities and Exchange Commission by PF2 SpinCo, Inc. ("SpinCo"), pursuant to which all shares of SpinCo common stock owned by McKesson were exchanged for shares of McKesson common stock at a ratio of 11.4086 shares of SpinCo common stock for each share of McKesson common stock tendered and accepted in such offer. Upon consummation of the exchange offer, McKesson ceased to be a shareholder of SpinCo. As a result, the LLC Units held by SpinCo and its wholly owned subsidiaries PF2 PST Services LLC and PF2 IP LLC, ceased to be beneficially owned by McKesson, and McKesson ceased to be a 10% owner of the common stock of the issuer. ( 3 )Represents LLC Units held by SpinCo, which was a wholly-owned subsidiary of McKesson prior to the transaction reported here. ( 4 )Represents LLC Units held by PF2 PST Services LLC, which was a wholly-owned subsidiary of SpinCo at the time of the transaction. ( 5 )Represents LLC Units held by PF2 IP LLC, which was a wholly-owned subsidiary of SpinCo at the time of the transaction.

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).

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