Sec Form 13D Filing - STONEHILL CAPITAL MANAGEMENT LLC filing for Veradigm Inc. (MDRX) - 2025-03-18

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:On March 18, 2025, the Issuer's board of directors (the "Board") appointed Jonathan Sacks, a partner of Stonehill, as a membe r of the Board, effective March 19, 2025, to serve for a term ending upon the occurrence of the Issuer's next annual meeting of stockholders and until his successor is duly elected or qualified.In connection with Mr. Sacks' appointment to the Board, on March 18, 2025, Stonehill and Mr. Sacks entered into a customary confidentiality agreement with the Issuer (the "Confidentiality Agreement"). Pursuant to the Confidentiality Agreement, the Issuer agreed that, if the Issuer holds a meeting of its stockholders within one year from the date of the Confidentiality Agreement for the purposes of electing directors, it shall, unless the Board determines that doing so would be inconsistent with its fiduciary duties under law, include Mr. Sacks on its slate of nominees for such meeting and recommend that the Issuer's stockholders vote in favor of Mr. Sacks' election to the Board at such meeting.Also on March 18, 2025, the Issuer amended the Stockholder Rights Agreement, dated as of February 26, 2024 and as previously amended as of May 10, 2024 and February 13, 2025 (as amended through March 13, 2025, the "Rights Agreement"), by and between the Issuer and the Rights Agent (as defined in the Rights Agreement). Pursuant to the Rights Agreement, the Reporting Persons will each be deemed an "Exempt Person" as defined in the Rights Agreement until the earlier of (A) the close of business on the day on which Stonehill's beneficial ownership, together with the beneficial ownership of certain of its affiliates, ceases to be below 20%, subject to certain exceptions, and (B) the close of business on the day on which (i) Mr. Sacks ceases to serve on the Issuer's Board or ceases to be a partner or affiliate of Stonehill and (ii) Stonehill or any of its affiliates fails to qualify as a "Passive Investor" under the terms of the Rights Plan, subject to certain exceptions. The foregoing description of the amendment to the Rights Agreement is qualified in its entirety by reference to the terms of such amendment, a copy of which is filed as Exhibit 4.5 to the Issuer's Current Report on Form 8-K filed on March 18, 2025.The foregoing description of the Confidentiality Agreement is qualified in its entirety by reference to the terms of the Confidentiality Agreement, a copy of which is filed as Exhibit 3 to this Schedule 13D, and incorporated by reference into this Item 4.

Item 6 is hereby amended and supplemented as follows:The information set forth in Item 4 is incorporated herein by reference.Registration Rights AgreementOn March 18, 2025, Stonehill and the Issuer entered into a registration rights agreement (the "Registration Rights Agreement") pursuant to which the Issuer granted Stonehill customary registration rights with respect to its shares of Common Stock, including shelf, demand and piggyback registration rights.The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the terms of the Registration Rights Agreement, a copy of which is filed as Exhibit 4 to this Schedule 13D, and incorporated by reference into this Item 6.

Exhibit 3Confidentiality Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2025)Exhibit 4Registration Rights Agreement (incorporated by reference Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 18, 2025)