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Filing Details

Accession Number:: 0001104659-20-113533
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-10-08 18:11:54
Reporting Period:: 2020-10-06

Accepted Time:: 2020-10-08 18:11:54
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1793229	Multiplan Corp	CCXX	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1327392	Stuart Michael Klein	640 Fifth Avenue 12Th Floor New York NY 10019	Yes	No	Yes	No
1751504	M. Klein Associates, Inc.	640 Fifth Avenue 12Th Floor New York NY 10019	No	No	Yes	No
1793183	Churchill Sponsor Iii Llc	640 Fifth Avenue 12Th Floor New York NY 10019	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2020-10-06	220,000	$10.31	220,000	No	4	P	Indirect	See notes
Class A Common Stock	Acquisiton	2020-10-07	261,711	$10.30	481,711	No	4	P	Indirect	See notes
Class A Common Stock	Acquisiton	2020-10-08	27,500,000	$0.00	27,981,711	No	4	M	Indirect	See notes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See notes
No	4	P	Indirect	See notes
No	4	M	Indirect	See notes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class B common stock	Disposition	2020-10-08	27,500,000	$0.00	27,500,000	$0.00
Class A Common Stock	Warrants	Acquisiton	2020-10-08	1,500,000	$0.00	1,500,000	$11.50

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
27,500,000			No	4	M	Indirect
24,500,000	2020-11-07	2025-10-08	No	4	A	Indirect

Footnotes

This Form 4 is filed by the following Reporting Persons: Michael Stuart Klein, M. Klein Associates, Inc., and Churchill Sponsor III LLC ("Sponsor"). Because of the relationships among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests.
Represents shares of Class A common stock purchased by M. Klein & Company, LLC in multiple transactions at prices ranging from $10.098 to $10.48. The price reported is a weighted average price. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (2).
Represents shares of Class A common stock purchased by M. Klein & Company, LLC in multiple transactions at prices ranging from $10.20 to $10.42. The price reported is a weighted average price. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares of Common Stock sold at each separate price within the ranges set forth in this footnote (3).
Upon the consummation of the Issuer's business combination with Polaris Investment Holdings, L.P. on October 8, 2020 (the "Business Combination"), each issued and outstanding share of Class B common stock of the Issuer automatically converted into one share of Class A common stock of the Issuer pursuant to the Issuer's certificate of incorporation in effect prior to the Business Combination.
In connection the consummation of the Business Combination, the Issuer issued 1,500,000 warrants to purchase one share of Class A common stock of the Issuer, subject to adjustment pursuant to the terms of the warrants, to Sponsor in satisfaction of the $1,500,000 working capital loan from the Sponsor to the Issuer. The warrants become exercisable on November 7, 2020 and expire at 5:00 p.m., New York City time, on October 8, 2025, or earlier upon their redemption or the liquidation of the Issuer pursuant to the terms of the warrants.
Mr. Klein has a minority interest in M. Klein & Company, LLC, and is the sole stockholder of M. Klein Associates, Inc., which is the managing member of Sponsor. Following the consummation of the Business Combination, the Reporting Persons own less than 10% of the outstanding Class A common stock of the Issuer. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, or otherwise, any of the Reporting Persons is the beneficial owner of any securities reported herein. The Reporting Persons disclaim beneficial ownership of any securities of the Issuer except to the extent of such Reporting Person's pecuniary interest therein.