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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 8.00% Series A Convertible Preferred Stock | $ 2.5 | 07/02/2018 | A | 4,733 | (1) | (1) | Common Stock, par value $0.01 per share | 1,893,200 | (2) | 241,405 | D (2) (3) (4) (5) (6) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| TCP-ASC ACHI Series LLLP 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE 19808 |
X | X | ||
| TCP-ASC GP, LLC 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE 19808 |
X | X | ||
| TI IV ACHI Holdings GP, LLC 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE 19808 |
X | X | ||
| TI IV ACHI Holdings, LP 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE 19808 |
X | X | ||
| TowerBrook Investors, Ltd. C/O TOWERBROOK CAPITAL PARTNERS L.P. 66 EAST 55TH STREET, 27TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| MOSZKOWSKI NEAL C/O TOWERBROOK CAPITAL PARTNERS L.P. 66 EAST 55TH STREET, 27TH FLOOR NEW YORK, NY 10022 |
X | X | ||
| SOUSOU RAMEZ KINNIARD HOUSE 1 PALL MALL EAST LONDON, X0 SW1Y 5AU |
X | X | ||
| Ascension Health Alliance 101 SOUTH HANLEY RD. STE. 450 ST. LOUIS, MO 63105 |
X | X | ||
| /s/ TCP-ASC ACHI Series LLLP, By: TCP-ASC GP, LLC, its General Partner, By: Glenn F. Miller, Vice President | 07/03/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ TCP-ASC GP, LLC, By: Glenn F. Miller, Vice President | 07/03/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ TI IV ACHI Holdings GP, LLC, By: Glenn F. Miller, Vice President | 07/03/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ TI IV ACHI Holdings, LP, By: TI IV ACHI Holdings GP, LLC, its General Partner, By: Glenn F. Miller, Vice President | 07/03/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ TowerBrook Investors Ltd., By: Neal Moszkowski, Director | 07/03/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Neal Moszkowski | 07/03/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Ramez Sousou | 07/03/2018 | |
| **Signature of Reporting Person | Date | |
| /s/ Ascension Health Alliance, By: Anthony J. Speranzo, Executive Vice President & Chief Financial Officer | 07/03/2018 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 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. |
| (2) | 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 July 2, 2018 under the Certificate of Designations of 8.00% Series A Convertible Preferred Stock (the "Certificate of Designations"), dated as of February 16, 2016. |
| (3) | 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) |
| (4) | (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. |
| (5) | Pursuant to the Certificate of Designations, on July 2, 2018, the Partnership received 4,733 shares of Series A Preferred Stock from the Issuer as a payment-in-kind dividend for the period beginning on April 1, 2018 and ending on June 30, 2018 on the 236,672 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. |
| (6) | 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 2,130 shares of Series A Preferred Stock distributed as a payment-in-kind dividend on July 2, 2018 held directly by Series AS, whereas Ascension disclaims beneficial ownership of the 2,603 shares of Series A Preferred Stock distributed as payment-in-kind dividend on July 2, 2018 and held directly by Series TB. |
| Remarks: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization by virtue of their contractual right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4. | |