| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RCM | Common Stock | Exercise of in-the-money or at-the-money derivative security | $9.18M | +2.62M | +1.88% | $3.50* | 142M | May 28, 2021 | Direct | F1, F2, F3, F4, F5 |
| transaction | RCM | Common Stock | Sale | -$9.18M | -372K | -0.26% | $24.64* | 142M | May 28, 2021 | Direct | |
| transaction | RCM | Common Stock | Sale | -$49.1M | -2.25M | -1.59% | $21.83* | 139M | Jun 2, 2021 | Direct | F6, F7 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RCM | Warrant (right to buy) | Exercise of in-the-money or at-the-money derivative security | $0 | -2.62M | -6.09% | $0.00 | 40.5M | May 28, 2021 | Common Stock, par value $0.01 per share | 2.62M | $3.50 | Direct | F6 |
| Id | Content |
|---|---|
| F1 | 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 transaction in respect of Common Stock, par value $0.01 per share (the "Common 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 beneficially owned and to report beneficial ownership of shares of Common Stock that the Reporting Persons may be deemed to have acquired and disposed as a result of exercising the Warrant (as defined below) and the exercise of the Overallotment Option (as defined below). |
| F2 | 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 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "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. |
| F3 | 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. |
| F4 | 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. |
| F5 | 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"). |
| F6 | On May 28, 2021, the Partnership exercised a warrant to purchase 2,622,499 shares of the Common Stock for $3.50 per share, pursuant to that certain Warrant No. 1 dated February 16, 2016 (the "Warrant"). The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 372,499 shares of Common Stock underlying the Warrant to satisfy the exercise price and issuing to the reporting person the remaining 2,250,000 shares of Common Stock. The Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of 18,209,185 shares of Common Stock issuable upon exercise of the Warrant held by Series AS, whereas Ascension disclaims beneficial ownership of 22,255,670 shares of Common Stock issuable upon exercise of the Warrant held by Series TB. |
| F7 | Pursuant to an underwriting agreement dated May 26, 2021, and in connection with the registered public offering of 14,500,000 shares of Common Stock, which offering was consummated on June 1, 2021 (the "Offering"), on May 28, 2021 the underwriters of the Offering exercised in full their option to purchase additional shares of Common Stock from the Partnership (the "Overallotment Option"). On June 2, 2021, the Partnership consummated the sale of an aggregate of 2,250,000 shares of the Common Stock at $21.825 per share in connection with the exercise of the Overallotment Option. |
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.