UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

Change Healthcare Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

15912K100

(CUSIP Number)

 

December 31, 2020
(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS


McKesson Corporation

 
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐  
    (b) ☐  
3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.

SOLE VOTING POWER

 

6.

SHARED VOTING POWER

 

7.

SOLE DISPOSITIVE POWER

 

8.

SHARED DISPOSITIVE POWER

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 
10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

 
12.

TYPE OF REPORTING PERSON

 

HC

 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

PF2 McKesson Technologies, Inc.

 
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐  
    (b) ☐  
3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.

SOLE VOTING POWER

 

6.

SHARED VOTING POWER

 

7.

SOLE DISPOSITIVE POWER

 

8.

SHARED DISPOSITIVE POWER

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 
10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

 
12.

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

PF2 PST Services Inc.

 
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐  
    (b) ☐  
3. SEC USE ONLY  
4.

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5.

SOLE VOTING POWER

 

6.

SHARED VOTING POWER

 

7.

SOLE DISPOSITIVE POWER

 

8.

SHARED DISPOSITIVE POWER

 

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 
10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 

 
11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

 
12.

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

 

ITEM 1.(a) Name of Issuer: Change Healthcare Inc. (the “Issuer”)

 

(b)Address of Issuer’s Principal Executive Offices:

 

424 Church Street, Suite 1400
Nashville, Tennessee 37219

 

ITEM 2.(a) Name of Person Filing:

 

McKesson Corporation
PF2 McKesson Technologies, Inc.
PF2 PST Services Inc. (each, a “Reporting Person”)

 

(b)Address of Principal Business Office, or if None, Residence:

 

6555 State Hwy 161
Irving, Texas 75039

 

(c)Citizenship or Place of Organization:

 

Delaware

 

(d)Title of Class of Securities:

 

Common stock, par value $0.001 per share (“Common Stock”)

 

(e)CUSIP Number:

 

15912K100

 

ITEM 3.IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13D-1(B) OR 240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:

 

Not Applicable.

 

ITEM 4.OWNERSHIP.

 

  McKesson Corporation PF2 McKesson Technologies, Inc. PF2 PST Services, Inc.
(a)  Amount beneficially owned: 0 0 0
(b)  Percent of class: 0.0% 0.0% 0.0%
(c) Number of shares as to which the person has:      
(i)  Sole power to vote or to direct the vote: 0 0 0
(ii)  Shared power to vote or to direct the vote: 0 0 0
(iii) Sole power to dispose or to direct the disposition of: 0 0 0
(iv) Shared power to dispose or to direct the disposition of: 0 0 0

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [x]

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Not Applicable.

 

 

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

McKesson Corporation was the sole member of PF2 SpinCo LLC, which joined McKesson Corporation, PF2 McKesson Technologies, Inc. and PF2 IP LLC in the Schedule 13G filed with respect to beneficial ownership of shares of the Issuer on February 14, 2020. On March 10, 2020, PF2 SpinCo LLC was merged into the Issuer and ceased to exist as a separate entity.

 

McKesson Corporation is the sole stockholder of PF2 McKesson Technologies, Inc., which is the sole stockholder of PF2 PST Services Inc.

 

McKesson Corporation is the sole member of PF2 IP LLC.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not Applicable.

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not Applicable.

 

ITEM 10.CERTIFICATIONS.

 

Not Applicable.

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2021

 

  MCKESSON CORPORATION
     
  By: /s/ Michele Lau
    Michele Lau
    Senior Vice President, Corporate Secretary and Associate General Counsel
     
     
  PF2 MCKESSON TECHNOLOGIES, INC.
     
  By: /s/ Michele Lau
    Michele Lau
    President and Secretary
     
     
  PF2 PST SERVICES INC.
     
  By: /s/ Michele Lau
    Michele Lau
    President and Secretary

 

  

 

Exhibit(s):

A: Joint Filing Statement

 

 

 

CUSIP: 15912K100 SCHEDULE 13G EXHIBIT 99.1

 

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached statement on Schedule 13G relating to the Common Stock of Change Healthcare Inc. is filed on behalf of each of us.

 

Dated: February 11, 2021

 

  MCKESSON CORPORATION
     
  By: /s/ Michele Lau
    Michele Lau
    Senior Vice President, Corporate Secretary and Associate General Counsel
     
     
  PF2 MCKESSON TECHNOLOGIES, INC.
     
  By: /s/ Michele Lau
    Michele Lau
    President and Secretary
     
     
  PF2 PST SERVICES INC.
     
  By: /s/ Michele Lau
    Michele Lau
    President and Secretary