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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
STONEHILL CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
320 PARK AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Veradigm Inc. [ MDRX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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, par value $0.01 per share 05/31/2025 M 8,696 A (1) 8,696 I See Footnotes(3)(4)
Common Stock, par value $0.01 per share 06/01/2025 A 46,512(2) A $0 55,208 I See Footnotes(3)(4)
Common Stock, par value $0.01 per share 9,612,586 I See Footnotes(4)(5)
Common Stock, par value $0.01 per share 11,435,151 I See Footnotes(4)(6)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Units (1) 05/31/2025 M 8,696 (7) (7) Common Stock 8,696 $0 0 I See Footnotes(3)(4)
1. Name and Address of Reporting Person*
STONEHILL CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
320 PARK AVENUE
26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STONEHILL MASTER FUND LTD.

(Last) (First) (Middle)
C/O STONEHILL CAPITAL MANAGEMENT LLC
320 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STONEHILL INSTITUTIONAL PARTNERS LP

(Last) (First) (Middle)
C/O STONEHILL CAPITAL MANAGEMENT LLC
320 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MOTULSKY JOHN

(Last) (First) (Middle)
C/O STONEHILL CAPITAL MANAGEMENT LLC
320 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
SISITSKY PETER

(Last) (First) (Middle)
C/O STONEHILL CAPITAL MANAGEMENT LLC
320 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
THOYER MICHAEL

(Last) (First) (Middle)
C/O STONEHILL CAPITAL MANAGEMENT LLC
320 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stern Michael Lenard

(Last) (First) (Middle)
C/O STONEHILL CAPITAL MANAGEMENT LLC
320 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Arora Samir

(Last) (First) (Middle)
C/O STONEHILL CAPITAL MANAGEMENT LLC
320 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Zwahlen Garrett

(Last) (First) (Middle)
C/O STONEHILL CAPITAL MANAGEMENT LLC
320 PARK AVENUE, 26TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each Restricted Stock Unit represents a contingent right to receive one share of the Issuer's common stock.
2. Award of Restricted Stock Units granted under the Veradigm, Inc. Amended and Restated 2024 Stock Incentive Plan on June 2, 2025 (the "Grant Date"). The grant vests 100% on the first anniversary of the Grant Date.
3. Held directly by Jonathan Sacks.
4. Stonehill Capital Management LLC ("Management") is the manager of Stonehill Institutional Partners, L.P. (the "Fund") and Stonehill Master Fund Ltd (the "Master Fund"). John Motulsky, Jonathan Sacks, Peter Sisitsky, Michael Thoyer, Michael Stern, Samir Arora and Garrett Zwahlen are the managing members of Management. The reporting persons disclaim beneficial ownership of the reported securities except to the extent of any pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
5. Held directly by the Master Fund.
6. Held directly by the Fund.
7. Restricted Stock Units granted under the Veradigm, Inc. 2024 Veradigm Stock Incentive Plan on March 24, 2025. The award vested 100% on May 31, 2025.
/s/ Paul Malek - Stonehill Capital Management LLC, by: Paul Malek, Authorized Signatory 06/03/2025
/s/ Paul Malek - Stonehill Master Fund Ltd., by: Paul Malek, Authorized Signatory 06/03/2025
/s/ Paul Malek - Stonehill Institutional Partners LP, by: Paul Malek, Authorized Signatory 06/03/2025
/s/ Paul Malek, as Attorney-in-Fact for John Motulsky 06/03/2025
/s/ Paul Malek, as Attorney-in-Fact for Peter Sisitsky 06/03/2025
/s/ Paul Malek, as Attorney-in-Fact for Michael Thoyer 06/03/2025
/s/ Paul Malek, as Attorney-in-Fact for Michael Lenard Stern 06/03/2025
/s/ Paul Malek, as Attorney-in-Fact for Samir Arora 06/03/2025
/s/ Paul Malek, as Attorney-in-Fact for Garrett Zwahlen 06/03/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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