Statement of Changes in Beneficial Ownership (4)

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

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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 * PEAD PHILIP M	2. Issuer Name and Ticker or Trading Symbol Change Healthcare Inc. [ CHNG ]	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)	3. Date of Earliest Transaction (MM/DD/YYYY) 5/1/2020
(Street)   (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

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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Appreciation Right	$0.38	5/1/2020		A (1)		11439		(2)	11/28/2022	Common Stock	11439	(1)	11439	D

Explanation of Responses:
(1)	On May 1, 2020, pursuant to a Merger Agreement, dated as of April 30, 2020, entered into by and among Change Healthcare Solutions, LLC, a wholly owned subsidiary of the Issuer (the "Purchaser"), Change Healthcare Solutions MergerCo Inc., a wholly owned subsidiary of the Purchaser (the "Merger Sub"), eRx Network Holdings, Inc. (the "Target"), and other parties thereto, Merger Sub merged with and into Target, with Target being the surviving entity of such merger and becoming a wholly owned subsidiary of Purchaser (the "Merger"). In connection with the Merger, pursuant to a rollover arrangement with the Issuer, certain of the Reporting Person's equity awards of Target converted into equity awards of the Issuer.
(2)	These stock appreciation rights are fully vested.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PEAD PHILIP M	X

Signatures
Carrie Ratliff, as Attorney-in-Fact		5/5/2020
**Signature of Reporting Person		Date