Sec Form 4/A Filing - MCENERY THOMAS @ Change Healthcare Inc. - 2020-08-20

FORM 4/A 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 MCENERY THOMAS 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 X __ Officer (give title below) _____ Other (specify below) EVP & Chief Marketing Officer (Last) (First) (Middle) C/O CHANGE HEALTHCARE INC., 424 CHURCH STREET, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 08/20/2020 (Street) NASHVILLE, TN37219 4. If Amendment, Date Original Filed (MM/DD/YY) 12/30/2021 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 Common Stock 08/20/2020 M 7,704 A 115,022 D Common Stock 08/20/2020 D 7,704 D $ 12.93 107,318 D Common Stock 06/17/2021 M 10,974 A 118,292 D Common Stock 06/17/2021 D 10,974 D $ 23.07 107,318 D Common Stock 08/01/2021 M 7,704 A 115,865 D Common Stock 08/01/2021 D 7,704 D $ 21.71 107,318 D Common Stock 12/28/2021 M( 2 ) 7,704( 1 ) A 115,022( 1 ) D Common Stock 12/28/2021 D( 2 ) 7,704( 1 ) D $ 21.44 107,318( 1 ) D Common Stock 12/28/2021 F 11,301( 2 ) D $ 21.44 96,017( 2 ) D Common Stock 12/29/2021 M 57,657 A $ 11.6 153,674( 3 ) D

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 Cash-Settled Restricted Stock Units ( 4 ) 08/20/2020 M 7,704 ( 5 ) ( 5 ) Common Stock 7,704 $ 0 15,408 D Cash-Settled Restricted Stock Units ( 4 ) 06/17/2021 M 10,974 ( 6 ) ( 6 ) Common Stock 10,974 $ 0 0 D Cash-Settled Restricted Stock Units ( 4 ) 08/01/2021 M 7,704 ( 5 ) ( 5 ) Common Stock 7,704 $ 0 7,704 D Cash-Settled Restricted Stock Units ( 4 ) 12/28/2021 M 7,704 ( 5 ) ( 5 ) Common Stock 7,704 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCENERY THOMAS C/O CHANGE HEALTHCARE INC. 424 CHURCH STREET, SUITE 1400 NASHVILLE, TN37219 EVP & Chief Marketing Officer Signatures /s/ Robert Zachary Beasley, as Attorney-in-Fact 02/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The original Form 4, filed on December 30, 2021 (the "December Form 4") is being amended to report the acquisition and disposition of shares in connection with the cash settlement of certain previously awarded RSUs. ( 2 )The December Form 4, is being amended to remove the transaction reporting the acquisition of underlying certain RSUs, as such shares had already previously been reported at the time of grant of the RSUs, and to correct the number of shares withheld from the shares deliverable upon vesting of the RSUs to satisfy tax withholding requirements, as well as the amount of securities beneficially owned following the reported transaction. ( 3 )The December Form 4 is being amended to correct the amount of securities beneficially owned following the reported transaction, as a result of the corrections noted above. ( 4 )Each cash-settled restricted stock unit represents the contingent right to receive the cash value of one share of the Company's Common Stock upon vesting. ( 5 )Pursuant to a grant on August 20, 2019, whereby (a) one-third to vests on each of August 1, 2021 and 2022 and (b) one-third vests on August 1, 2021, subject to accelerated vesting based on certain events. In connection with the anticipated transactions contemplated by the Agreement and Plan of Merger whereby the Issuer will be acquired by UnitedHealth Group Incorporated, the Compensation Committee of the Board of Directors of the Issuer accelerated the August 1, 2022 vest ing date. ( 6 )Pursuant to a grant on June 17, 2020, these cash-settled restricted stock units vested in full on June 17, 2021.

Remarks: Exhibit List: Exhibit 24 - Power of Attorney

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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