Jill D. Smith - Jun 21, 2022 Form 4 Insider Report for R1 RCM Holdco Inc. (NONE)

Role
Director
Signature
/s/ E. Terry Platis, Attorney-in-Fact
Stock symbol
NONE
Transactions as of
Jun 21, 2022
Transactions value $
$0
Form type
4
Date filed
6/23/2022, 09:47 PM
Previous filing
May 31, 2022
Next filing
Aug 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NONE Common Stock Disposed to Issuer -26.5K -100% 0 Jun 21, 2022 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NONE Director Stock Option (right to buy) Disposed to Issuer -15.4K -100% 0 Jun 21, 2022 Common Stock 15.4K $10.75 Direct F2, F3
transaction NONE Restricted Stock Unit Disposed to Issuer -6.04K -100% 0 Jun 21, 2022 Common Stock 6.04K Direct F2, F4, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On June 21, 2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of January 9, 2022, by and among R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.) (the "Company"), R1 RCM Inc. (f/k/a Project Roadrunner Parent Inc.) ("New R1"), Project Roadrunner Merger Sub Inc. ("R1 Merger Sub"), CoyCo 1, L.P., CoyCo 2, L.P. and certain other parties, R1 Merger Sub was merged with and into the Company, with the Company surviving as a direct, wholly owned subsidiary of New R1 (the "Reorganization").
F2 Upon consummation of the Reorganization, each share of the Company's common stock issued and outstanding immediately prior to the Reorganization was automatically exchanged into an equivalent corresponding share of common stock of New R1 and the Company's stockholders became stockholders of New R1. In addition, each restricted stock unit ("RSU") and option to purchase shares of common stock of the Company issued and outstanding immediately prior to the Reorganization was automatically exchanged into an equivalent corresponding RSU or option to purchase shares of common stock of New R1, subject to the same terms and conditions (including applicable vesting terms) as were applicable to RSUs or options to purchase shares immediately prior to the consummation of the Reorganization.
F3 Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.
F4 Each RSU represents a contingent right to receive one share of the Company's common stock.
F5 The RSUs will vest in one annual installment on May 27, 2023.