UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (~~date~~Date of earliest event reported): September 6, 2016 (August 10 31, 2016)

CHANGE HEALTHCARE HOLDINGS, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware	1-34435	20-5799664
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3055 Lebanon Pike, Suite 1000
3055 Lebanon Pike, Suite 1000 Nashville, TN		37214
Nashville, TN		37214
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 932-3000

~~(Registrant’s~~Not ~~telephone~~Applicable ~~number, including area code)~~

~~NOT~~(Former name ~~APPLICABLE~~or former address, if changed since last report)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.~~02.~~01 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On August 1031, 2016, ~~Change~~McKesson Corporation (“McKesson”) received a request ~~Healthcare~~for ~~Holdings,~~additional ~~Inc.~~information (and documentary material from the U.S. Department of Justice (“~~Company~~DOJ”) ~~issued~~pursuant ato ~~press~~the ~~release~~Hart-Scott-Rodino ~~announcing~~Antitrust ~~its~~Improvements ~~results~~Act of ~~operations~~1976, ~~for~~as amended, in connection with the ~~second~~entry ~~quarter~~into ~~ended~~a contribution and sale agreement, dated as of June 3028, 2016, by and among Change Healthcare, Inc. A(“Change ~~copy~~Healthcare”), ofa Delaware corporation and the ~~press~~indirect ~~release~~parent iscompany ~~furnished~~of ~~herewith~~Change asHealthcare ~~Exhibit~~Holdings, 99Inc.1 (the “Company”), McKesson and other affiliated parties (the “Contribution Agreement”) pursuant to ~~this~~which ~~Current~~the ~~Report~~Change Healthcare stockholders and McKesson agreed to combine substantially all of the Company’s business with certain business units of McKesson to form a onhealthcare ~~Form~~information ~~8-K~~technology company.

~~The~~Change ~~information~~Healthcare ~~included~~and inMcKesson ~~this~~will ~~Current~~respond ~~Report~~as onquickly ~~Form~~as ~~8-K~~practicable ~~(including~~and ~~Exhibit~~continue ~~99.1)~~to ~~shall~~work ~~not~~cooperatively ~~be deemed “filed”~~with ~~for~~ the ~~purposes~~DOJ ofstaff ~~Section 18~~in ofconnection ~~the~~with ~~Securities~~its ~~Exchange~~review ~~Act~~ of ~~1934, as amended (~~the ~~“Exchange~~transactions ~~Act”),~~contemplated orin ~~otherwise subject to~~ the ~~liabilities~~Contribution ofAgreement. ~~that~~Both ~~section,~~Change ~~nor~~Healthcare ~~shall~~and itMcKesson becontinue ~~deemed~~to ~~incorporated~~anticipate bythat ~~reference~~the ~~into~~transactions ~~any~~will ~~filing~~be ~~made~~completed ~~by the~~in ~~Company under~~ the ~~Exchange~~first ~~Act~~half ~~or Securities Act~~ of ~~1933,~~calendar asyear ~~amended, except as shall be expressly set forth by specific reference in such a filing~~2017.

~~Item~~Forward ~~9.01.~~Looking ~~Financial~~ Statements ~~and Exhibits.~~

~~(d)~~Information ~~Exhibits~~set forth in this Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. ~~The~~These ~~following~~forward-looking ~~exhibit~~statements isare subject to a number of risk and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including statements regarding the expected timing of the completion of the transactions contemplated by the Contribution Agreement; the ability to complete the transactions contemplated by the Contribution Agreement considering the various closing conditions; the expected benefits and costs of the transactions contemplated by the Contribution Agreement; any projections of earnings, revenues, synergies or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding product or service developments, extensions or integration; any statements of expectation or belief; any statements regarding general industry conditions and competition; any statements regarding economic conditions; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include risks related to the timing or ultimate completion of the transactions contemplated by the Contribution Agreement, including the satisfaction or waiver of all applicable closing conditions, including antitrust clearance and completion of audited financial statements of the McKesson Technology Solutions businesses being contributed to the new company; the possibility that expected benefits may not materialize as expected; ability to successfully implement integration strategy for the new company; as well as the ~~furnished~~ability ~~herewith~~to ensure continued performance or market growth of the Company’s, McKesson’s and the new company’s products and services. These risks, uncertainties and other factors, and the general risks associated with the respective businesses of the Company and McKesson described in the reports and other documents submitted by each of them to the Securities and Exchange Commission, could cause actual results to differ materially from those referred to in the forward-looking statements. All forward-looking statements are based on information currently available to the Company and McKesson and are qualified in their entirety by this cautionary statement. Readers are cautioned not to place undue reliance on any such forward-looking statements, which speak only as of the date such statements were first made. Except to the extent required by law, neither the Company nor McKesson assumes any obligation to update forward-looking statements or other statements included in this Current Report on Form 8-K.

Exhibit No.		Description
99.1		Press Release dated August 10, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~INDEX~~Date: TOSeptember ~~EXHIBITS~~6, 2016

Exhibit No.		Description
99.1		Press Release dated August 10, 2016

CHANGE HEALTHCARE HOLDINGS, INC.

Date: August 10, 2016

/s/ Gregory T. Stevens

Gregory T. Stevens

Executive Vice President, General Counsel and Secretary

Filing Compare · Change Healthcare Holdings, Inc.