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Sec Form 4 Filing - AUGUST GLENN R @ MultiPlan Corp - 2020-10-08

  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 *
AUGUST GLENN R
2. Issuer Name and Ticker or Trading Symbol
MultiPlan Corp [ MPLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O MULTIPLAN CORPORATION, 115 FIFTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
10/08/2020
(Street)
NEW YORK, NY10003
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
Class A common stock 10/08/2020 A( 1 ) 2,525,000 A 2,525,000 I See Footnote ( 2 ) ( 3 )
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
Warrant (right to buy) $ 12.5 10/08/2020 A( 1 ) 125,000 10/08/2020 10/08/2025 Class A common stock 125,000 ( 1 ) 125,000 I See Footnote ( 2 ) ( 3 )
6.00% / 7.00% Convertible Senior PIK Notes $ 13 ( 5 ) 10/08/2020 A( 4 ) 10/08/2020 10/15/2027( 6 ) Class A common stock 38,461,550 ( 7 ) $ 500,000,000 ( 4 ) $ 500,000,000 ( 4 ) I See Footnote ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AUGUST GLENN R
C/O MULTIPLAN CORPORATION
115 FIFTH AVENUE
NEW YORK, NY10003
X
Signatures
/s/ Glenn R. August 10/13/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects a purchase by Oak Hill Advisors Entities (as defined below) pursuant to a subscription agreement with MultiPlan Corporation (formerly known as Churchill Capital Corp. III) (the "Issuer") of (x) 2,525,000 shares of the Class A common stock of the Issuer ("Common Stock") for an aggregate purchase price of $25,000,000, or approximately $9.90 per share, and (y) 125,000 warrants (the "Warrants") to purchase an aggregate of 125,000 shares of the Common Stock (calculated as 1/20th of a Warrant received for each share of Common Stock purchased pursuant to the subscription agreement).
( 2 )Reflects securities held by client accounts (each, an "Oak Hill Advisors Entity") advised and/or managed by Oak Hill Advisors, L.P. and/or its affiliates. As an advisor or manager to the Oak Hill Advisors Entities, Oak Hill Advisors, L.P. may be deemed to have the power to vote or direct the vote of, and the power to dispose or to direct the disposition of, the shares of Class A common stock owned by such entities.
( 3 )Oak Hill Advisors, L.P. and its affiliates are managed or otherwise controlled directly or indirectly by Glenn R. August, who is the Founder, Senior Partner and Chief Executive Officer of Oak Hill Advisors, L.P. The interests beneficially owned by the Oak Hill Advisors Entities may be deemed to be beneficially owned by Mr. August, Oak Hill Advisors, L.P. and/or its affiliates. Mr. August, Oak Hill Advisors, L.P. and/or its affiliates disclaim beneficial ownership of shares of our Class A common stock beyond their respective pecuniary interest in the Oak Hill Advisors Entities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended.
( 4 )Reflects a purchase by Oak Hill Advisors Entities of an aggregate principal amount of $500,000,000 of the Issuer's 6.00% / 7.00% Convertible Senior PIK Toggle Notes (the "Convertible Notes"). The Convertible Notes bear interest at a fixed annual rate equal to, at the Issuer's election, 6.00% for cash and 7.00% for in-kind interest. Interest will be paid semi-annually in arrears on April 15th and October 15th.
( 5 )The initial conversion rate on the Convertible Notes is 76.9231 shares of Common Stock (the "Conversion Rate") per $1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of $13.00 per share of Common Stock. The Conversion Rate is subject to adjustment from time to time upon the occurrence of certain customary events and anti-dilution adjustments.
( 6 )The Convertible Notes mature on October 15, 2027, subject to earlier redemption or conversion in accordance with their terms.
( 7 )Upon conversion, the Issuer may elect to settle its conversion obligation in cash, shares of Common Stock or a combination thereof. This number represents the number of shares of Common Stock issuable upon conversion of the Convertible Notes assuming no accrued in-kind interest and settlement of the conversion obligation by the Issuer solely through shares of Common Stock by delivering a number of shares of Common Stock at the initial Conversion Rate, and cash in lieu of fractional shares of Common Stock.

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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