LEE RIVAS - 19 Nov 2024 Form 4 Insider Report for R1 RCM Inc. /DE

Signature
/s/ E. Terry Platis, by Power of Attorney
Issuer symbol
N/A
Transactions as of
19 Nov 2024
Net transactions value
-$22,948,912
Form type
4
Filing time
19 Nov 2024, 17:20:57 UTC
Previous filing
03 Jun 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RCM Common Stock Award +1,247,137 +349% 1,604,819 19 Nov 2024 Direct F3
transaction RCM Common Stock Disposed to Issuer $22,948,912 -1,604,819 -100% $14.30 0 19 Nov 2024 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

LEE RIVAS 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 107,857 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 249,825 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 1,247,137 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.