| Accession Number: | 0001144204-19-047152 |
| Date: | 2019-10-01 |
| Issuer: | R1 RCM INC. (RCM) |
| Original Submission Date: |
TCP-ASC ACHI SERIES LLLP
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON, DE 19808
TCP-ASC GP, LLC
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON, DE 19808
TI IV ACHI HOLDINGS GP, LLC
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON, DE 19808
TI IV ACHI HOLDINGS, LP
2711 CENTERVILLE ROAD, SUITE 400
WILMINGTON, DE 19808
TOWERBROOK INVESTORS, LTD.
C/O TOWERBROOK CAPITAL PARTNERS L.P.
66 EAST 55TH STREET, 27TH FLOOR
NEW YORK, NY 10022
MOSZKOWSKI NEAL
C/O TOWERBROOK CAPITAL PARTNERS L.P.
66 EAST 55TH STREET, 27TH FLOOR
NEW YORK, NY 10022
SOUSOU RAMEZ
KINNIARD HOUSE
1 PALL MALL EAST
LONDON, X0 SW1Y 5AU
ASCENSION HEALTH ALLIANCE
101 S. HANLEY ROAD, SUITE 450
ST. LOUIS, MO 63105
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 8.00% SERIES A CONVERTIBLE PREFERRED STOCK | 2.5 | 2019-10-01 | deemed execution date | A | 5,226 (a) | common stock, par value $0.01 per share 2,090,400 | $2.50 | 266,529 | direct |
| ID | footnote |
|---|---|
| f1 | the 8.00% series a convertible preferred stock, par value $0.01 per share (the "series a preferred stock") of r1 rcm inc. (the "issuer") is convertible at any time, at the holder's election, and has no expiration date. |
| f2 | this form 4 is being filed jointly pursuant to rule 16a-1(a)(3) and rule 16a-3(j) under the securities act of 1934, as amended (the "exchange act") to report the beneficial ownership of shares of series a preferred stock that tcp-asc achi series lllp (the "partnership"), tcp-asc gp, llc (the "partnership gp"), ti iv achi holdings gp, llc (the "aggregator gp"), ti iv achi holdings, lp (the "aggregator"), towerbrook investors ltd. ("towerbrook"), neal moszkowski, ramez sousou, and ascension health alliance d/b/a ascension ("ascension") (together, the "reporting persons") may be deemed to have acquired as a payment-in-kind dividend on october 1, 2019 under the certificate of designations of 8.00% series a convertible preferred stock (the "certificate of designations"), dated as of february 16, 2016. |
| f3 | the partnership is a delaware series limited liability limited partnership that was formed to effect the purchase (the "purchase") of the issuer's securities, including 200,000 shares of series a preferred stock, in connection with that certain securities purchase agreement, dated as of december 7, 2015, by and among the issuer, the partnership and ascension (the "purchase agreement"). the sole general partner of the partnership is the partnership gp, and the limited partners of the partnership are the aggregator and ascension. the partnership gp is a delaware limited liability company that was formed to effect the purchase. the members of the partnership gp are the aggregator and ascension. (cont'd) |
| f4 | (cont'd) the aggregator is a delaware limited partnership that was formed to effect the purchase. the sole general partner of the aggregator is the aggregator gp, and the limited partners of the aggregator are towerbrook investors iv (onshore), l.p., towerbrook investors iv (os), l.p., towerbrook investors iv executive fund, l.p., towerbrook investors iv (892), l.p. and towerbrook investors team daybreak, l.p. the aggregator gp is a delaware limited liability company that was formed to effect the purchase. the sole member of the aggregator gp is towerbrook. towerbrook is a cayman islands corporation and its principal business is to serve as the general partner or member of various affiliates of investment funds managed or advised by towerbrook capital partners l.p. the directors and joint controlling shareholders of towerbrook are neal moszkowski, a u.s. citizen, and ramez sousou, a u.k. citizen. ascension is a missouri not-for-profit corporation. |
| f5 | pursuant to the certificate of designations, on october 1, 2019, the partnership received 5,226 shares of series a preferred stock from the issuer as a payment-in-kind dividend for the period beginning on july 1, 2019 and ending on september 30, 2019 on the 261,303 shares of series a preferred stock acquired by the partnership since the purchase closed on february 16, 2016. the reported securities may be deemed to be owned directly by the partnership, and indirectly by the partnership gp, the aggregator gp, the aggregator, towerbrook, neal moszkowski, ramez sousou and ascension. as permitted by rule 16a-1(a)(4), the filing of this form 4 shall not be construed as an admission that any of the reporting persons are beneficial owners of any of the securities covered by this statement. |
| f6 | pursuant to that certain limited liability limited partnership agreement of the partnership, dated as of december 7, 2015, by and between the partnership gp, the aggregator and ascension (the "partnership agreement"), the board of directors of the partnership established a series of partnership interests to hold the securities allocable to the aggregator under the partnership agreement ("series tb") and a series of partnership interests to hold the securities allocable to ascension under the partnership agreement ("series as"). accordingly, the aggregator gp, the aggregator, towerbrook, neal moszkowski and ramez sousou disclaim beneficial ownership of the 2,352 shares of series a preferred stock distributed as a payment-in-kind dividend on october 1, 2019 held directly by series as, whereas ascension disclaims beneficial ownership of the 2,874 shares of series a preferred stock distributed as payment-in-kind dividend on october 1, 2019 and held directly by series tb. |
