| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RCM | Common Stock | Sale | -$306M | -15M | -8.34% | $20.43 | 165M | Sep 13, 2022 | Direct | F1, F2, F3, F4, F5, 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 disposed as a result of the Offering (as defined below). |
| F2 | The Partnership is a Delaware series limited liability limited partnership that was formed for the purpose of purchasing, holding, converting, exercising the rights attached to, and disposing of, securities of the Issuer (the "Investment"). 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 Investment. 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 Investment. 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 Investment. 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 stockholders 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 Amended and Restated Limited Liability Limited Partnership Agreement of the Partnership, dated as of June 21, 2022, 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"). |
| F6 | On September 13, 2022, the Partnership consummated the sale of an aggregate of 15,000,000 shares of the Common Stock at $20.425 per share pursuant to an underwriting agreement dated September 8, 2022 in connection with a registered public offering (the "Offering"). The Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of 75,889,325 shares of Common Stock held directly by Series AS following the Offering, whereas Ascension disclaims beneficial ownership of 88,864,730 shares of Common Stock held directly by Series TB following the Offering. |
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.