Jennifer D. Williams - Nov 19, 2024 Form 4 Insider Report for R1 RCM Inc. /DE (RCM)

Role: Chief Financial Officer
Signature: /s/ E. Terry Platis, by Power of Attorney
Stock symbol: RCM
Transactions as of: Nov 19, 2024
Transactions value $: -$6,055,750
Form type: 4
Date filed: 11/19/2024, 05:20 PM
Previous filing: Jun 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RCM	Common Stock	Award		+355K	+518.46%		423K	Nov 19, 2024	Direct	F3
transaction	RCM	Common Stock	Disposed to Issuer	-$6.06M	-423K	-100%	$14.30	0	Nov 19, 2024	Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jennifer D. Williams is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to and in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), dated July 31, 2024, by and among the Issuer, Raven Acquisition Holdings, LLC ("Parent") and Project Raven Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), at the time of the Merger (the "Effective Time") the reported securities were disposed of, with 6,103 shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), cancelled and converted into the right to receive $14.30 per share in cash without interest (the "Merger Consideration").
F2	Represents 62,370 shares of Common Stock of the Issuer underlying restricted stock units ("RSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Common Stock subject to such RSUs as of immediately prior to the Effective Time and (b) the Merger Consideration.
F3	Represents 355,006 shares of Common Stock of the Issuer underlying performance-based restricted stock units ("PBRSUs") of the Issuer which, pursuant to the Merger Agreement, were, at the Effective Time, automatically cancelled and converted in accordance with their terms into the right to receive an amount in cash (without interest and subject to applicable withholding taxes) equal to the product of (a) the number of shares of Common Stock subject to such PBRSUs as of immediately prior to the Effective Time (determined in accordance with the terms of the respective PBRSU award) and (b) the Merger Consideration.