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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Joshi Kriten		 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)
See Remarks
(Last)          (First)          (Middle)

C/O CHANGE HEALTHCARE INC., 424 CHURCH STREET, SUITE 1400		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/22/2021
(Street)

NASHVILLE, TN 37219
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 6/22/2021  A  76314 (1)A$0.00 310303 D  
Common Stock 6/22/2021  F  33518 (2)D$23.15 276785 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) Reflects the vesting of shares of 2.5x exit-vesting restricted stock that were granted in connection with the Company's JV with McKesson as replacement awards for unvested exit-vesting Legacy CHC stock options. The shares of exit-vesting restricted stock vested upon achievement of certain performance criteria on June 22, 2021.
(2) Represents shares withheld to satisfy tax withholding obligations in connection with the vesting of shares of exit-vesting restricted stock described in footnote 1.

Remarks:
Title: EVP, and President, Network Solutions
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Joshi Kriten
C/O CHANGE HEALTHCARE INC.
424 CHURCH STREET, SUITE 1400
NASHVILLE, TN 37219

See Remarks
Signatures
/s/ Carrie Ratliff, as Attorney-in-Fact6/24/2021
**Signature of Reporting PersonDate
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