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Sec Form 4 Filing - H&F Corporate Investors VIII Ltd. @ MultiPlan Corp - 2020-12-04

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
H&F Corporate Investors VIII, Ltd.
2. Issuer Name and Ticker or Trading Symbol
MultiPlan Corp [ MPLN]
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)
12/04/2020
(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
Class A common stock 12/04/2020 P 114,721 A $ 7.5363 ( 1 ) 114,721 I See Footnotes ( 3 ) ( 10 )
Class A common stock 12/07/2020 P 1,597,324 A $ 8.3446 ( 2 ) 1,712,045 I See Footnotes ( 3 ) ( 10 )
Class A common stock 112,593,413 I See Footnotes ( 4 ) ( 10 )
Class A common stock 50,532,114 I See Footnotes ( 5 ) ( 10 )
Class A common stock 9,549,505 I See Footnotes ( 6 ) ( 10 )
Class A common stock 2,953,631 I See Footnotes ( 7 ) ( 10 )
Class A common stock 496,709 I See Footnotes ( 8 ) ( 10 )
Class A common stock 37,677,074 I See Footnotes ( 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
H&F Corporate Investors VIII, Ltd.
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA94105
X
Hellman & Friedman Investors VIII, L.P.
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA94105
X
HFCP VIII (Parallel - A), L.P.
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA94105
X
Music Investments, L.P.
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA94105
X
Music Investments GP, LLC
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA94105
X
Thorpe Allen R
415 MISSION STREET, SUITE 5700
SAN FRANCISCO, CA94105
X
Signatures
H&F CORPORATE INVESTORS VIII, LTD. By: /s/ Allen Thorpe Name: Allen Thorpe Title: Vice President 12/08/2020
** Signature of Reporting Person Date
HELLMAN & FRIEDMAN INVESTORS VIII, L.P. By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Allen Thorpe Name: Allen Thorpe Title: Vice President 12/08/2020
** Signature of Reporting Person Date
HFCP VIII (PARALLEL-A), L.P. By: Hellman & Friedman Investors VIII, L.P., as general partner By: H&F Corporate Investors VIII, Ltd., as general partner By: /s/ Allen Thorpe Name: Allen Thorpe Title: Vice President 12/08/2020
** Signature of Reporting Person Date
MUSIC INVESTMENTS GP, LLC. By: /s/ Allen Thorpe Name: Allen Thorpe Title: Vice President 12/08/2020
** Signature of Reporting Person Date
MUSIC INVESTMENTS, L.P. By: Music Investments GP, LLC., as general partner By: /s/ Allen Thorpe Name: Allen Thorpe Title: Vice President 12/08/2020
** Signature of Reporting Person Date
ALLEN R. THORPE: /s/ Allen R. Thorpe 12/08/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $7.465 to $7.70. The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A common stock purchased at each separate price within the range set forth in this footnote (1).
( 2 )Represents shares of Class A common stock purchased in multiple transactions at prices ranging from $8.12 to $8.66. The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Class A common stock purchased at each separate price within the range set forth in this footnote (2).
( 3 )Reflects securities directly held by Music Investments, L.P., the general partner of which is Music Investments GP, LLC, the managing member of which is HFCP VIII (Parallel-A), L.P. ("HFCP VIII Parallel-A").
( 4 )Reflects securities directly held by Hellman & Friedman Capital Partners VIII, L.P. ("HFCP VIII").
( 5 )Reflects securities directly held by Hellman & Friedman Capital Partners VIII (Parallel), L.P. ("HFCP VIII Parallel").
( 6 )Reflects securities directly held by HFCP VIII Parallel-A.
( 7 )Reflects securities directly held by H&F Executives VIII, L.P. ("H&F VIII Executives").
( 8 )Reflects securities directly held by H&F Associates VIII, L.P. ("H&F VIII Associates", and together with HFCP VIII, HFCP VIII Parallel, HFCP VIII Parallel-A and H&F VIII Executives, the "H&F VIII Funds").
( 9 )Reflects securities directly held by H&F Polaris Partners, L.P. ("Polaris Partners"), the general partner of which is H&F Polaris Partners GP, LLC, the managing member of which is HFCP VIII.
( 10 )Hellman & Friedman Investors VIII, L.P. ("H&F Investors VIII") is the general partner of each of the H&F VIII Funds. H&F Corporate Investors VIII, Ltd. ("H&F VIII") is the general partner of H&F Investors VIII. A three member board of directors of H&F VIII has investment discretion over the shares held by the H&F VIII Funds and Polaris Partners. Allen R. Thorpe, a member of the board of directors of MultiPlan Corporation is a member of the board of directors of H&F VIII.

Remarks:
The Reporting Persons states that this filing shall not be an admission that the Reporting Persons are the beneficial owners of any of the securities reported herein, and each 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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