Premier, Inc. (NASDAQ:PINC) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, to the Exchange Agreement, entered into as of September 25, 2013 and effective as of October 1, 2013 by and among Premier, Inc. (the “Company”), Premier Healthcare Alliance, LP (f/k/a Premier Purchasing Partners, L.P.) (“Premier LP”) and its limited partners (the “Exchange Agreement”), commencing on October 31, 2014, and during each year thereafter, each limited partner will generally have the cumulative right to exchange, on a quarterly basis, a portion of its Premier LP Class B common units (“Class B Units”) for shares of the Company’s Class A common stock (“Class A Stock”), cash or a combination of both, the form of consideration to be at the discretion of the audit and compliance committee of the Company’s board of directors (the “Audit Committee”). For each Class B Unit that is exchanged to the Exchange Agreement, the limited partner will also surrender one corresponding share of the Company’s Class B common stock (“Class B Stock”), which will automatically be retired.

In connection with the April 30, 2017 quarterly exchange date, the Audit Committee determined to settle all exchanged Class B Units for shares of the Company’s Class A Stock.

On May 1, 2017, in connection with the eleventh quarterly exchange date under the Exchange Agreement, 993,194 Class B Units were exchanged for a like number of newly issued shares of Class A Stock. In addition, 993,194 shares of the Company’s Class B Stock were retired and are no longer outstanding. No additional consideration was paid in connection with the exchange. The shares of Class A Stock were issued in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that no public offering was made.

For additional information regarding the Exchange Agreement, see “Note 2—Initial Public Offering and Reorganization—Reorganization—Exchange Agreement” to the consolidated financial statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2016, filed with the Securities Exchange Commission on August 26, 2016. A copy of the Exchange Agreement is filed as Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on October 7, 2013.

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On April 28, 2017, based on the recommendation of the Audit Committee, the Board of Directors of the Company (the “Board”) amended the Company’s Code of Conduct (as amended, the “Code”). As part of a customary review, the Code was revised to provide a more user-friendly presentation and to update subject matter coverage. In addition, the Code was updated to incorporate the Company’s existing policies on human trafficking and compliance education. The Code is available on the Company’s website at https://www.premierinc.com/ under About Premier—Ethics and compliance.

Item 8.01 Other Events.

On April 28, 2017, based on the recommendation of the Nominating and Governance Committee of the Board, the Board amended the Company’s Corporate Governance Guidelines (as amended, the “Guidelines”). The Guidelines were revised to address the governance matrix, board leadership, job descriptions for the board chair, board vice chair, secretary and committee chairs, and to provide for a director mentorship program. The Guidelines are available on the Company’s website at https://www.premierinc.com/ under Investors—Corporate Governance.

About Premier, Inc. (NASDAQ:PINC)

Premier, Inc. is a healthcare improvement company. The Company is uniting an alliance of approximately 3,750 United States hospitals and more than 130,000 other provider organizations to transform healthcare. The Company operates healthcare group purchasing organizations and also provides integrated data and analytics, supply chain solutions, advisory services, performance improvement collaborative and other services. The Company plays a role in the healthcare industry, collaborating with members to co-develop long-term innovations that reinvent and improve the way care is delivered to patients nationwide.

Premier, Inc. (NASDAQ:PINC) Recent Trading Information

Premier, Inc. (NASDAQ:PINC) closed its last trading session up +0.02 at 33.82 with 322,653 shares trading hands.