| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RCM | Common Stock | Disposed to Issuer | -139M | -100% | 0 | Jun 21, 2022 | Direct | F1, F2, F3, F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RCM | Warrant (right to buy) | Disposed to Issuer | -40.5M | -100% | 0 | Jun 21, 2022 | Common Stock, par value $0.01 per share | 40.5M | $3.50 | Direct | F1, F3, F4, F5, F6, F7 |
TCP-ASC ACHI Series LLLP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 ("Common Stock"), of R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.) (the "Issuer") 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 disposed of pursuant to the Transaction Agreement (defined below). |
| F2 | Reflects Common Stock disposed of upon the effectiveness of the merger of Project Roadrunner Merger Sub Inc. ("R1 Merger Sub") with and into the Issuer on June 21, 2022 (the "Merger"), pursuant to the Transaction Agreement and Plan of Merger, dated January 9, 2022 (as may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among the Issuer, R1 RCM Inc. (f/k/a Project Roadrunner Parent Inc.) ("New R1"), R1 Merger Sub, Revint Holdings, LLC, CoyCo 1, L.P., CoyCo 2, L.P., and, solely for certain purposes set forth therein, NMC Ranger Holdings, LLC. At the effective time of the Merger, each outstanding share of Common Stock was converted into one share of common stock, par value $0.01 per share, of New R1 ("New R1 Common Stock"). |
| F3 | 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. |
| F4 | 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. |
| F5 | 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. |
| F6 | 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 (as may be amended, supplemented or otherwise modified from time to time, 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"). |
| F7 | Reflects a warrant disposed of upon the effectiveness of the Merger, pursuant to the Transaction Agreement. At the effective time of the Merger, that certain Warrant No. 1 dated February 16, 2016 (the "R1 Warrant") to purchase shares of Common Stock was assigned to and assumed by New R1 and following such assignment represented the right to purchase shares of New R1 Common Stock with substantially the same terms and conditions as the R1 Warrant. |
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.