| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | RCM | Common Stock, par value $0.01 per share | 124M | Jun 3, 2024 | See footnotes | F1, F2, F3, F4, F5, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | RCM | Warrant (right to buy) | Jun 3, 2024 | Common Stock | 40.5M | $3.50 | See footnotes | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | This Form 3 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 reflect the addition of Messrs. Jonathan Bilzin and Karim Saddi as Reporting Persons (defined in Footnote 2 below) and the withdrawal of Ramez Sousou as a Reporting Person. As permitted by Rule 16a-1(a)(4), the filing of this Form 3 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. |
| F2 | TCP-ASC ACHI Series LLLP (the "Partnership") directly holds (i) 124,289,200 shares of common stock, par value $0.01 per share ("Common Stock"), of R1 RCM Inc. (the "Issuer") and (ii) a warrant to purchase up to 40,464,855 shares of Common Stock on the terms and subject to the conditions set forth in the Warrant Agreement (the "Warrant"). The reported securities may be deemed to be owned directly by the Partnership, and indirectly by 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" and together with the Aggregator GP and the Aggregator, the "TowerBrook Entities"), Neal Moszkowski, Jonathan Bilzin, Karim Saddi and Ascension Health Alliance d/b/a Ascension ("Ascension") (together, the "Reporting Persons"). |
| F3 | The sole general partner of the Partnership is the Partnership GP, and the limited partners of the Partnership are the Aggregator and Ascension. The members of the Partnership GP are the Aggregator and Ascension. 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 sole member of the Aggregator GP is TowerBrook. |
| F4 | As a result of certain investment-related approval rights, Neal Moszkowski, a U.S. citizen, Jonathan Bilzin, a U.S. citizen, and Karim Saddi, a French citizen, may each be deemed to have investment control over the securities beneficially owned by TowerBrook Entities. The Partnership, the Partnership GP, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ascension have previously filed statements of beneficial ownership regarding the Common Stock and Warrants with the Securities and Exchange Commission. |
| 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 | Accordingly, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski, Jonathan Bilzin, and Karim Saddi disclaim beneficial ownership of 57,680,140 shares of Common Stock and 18,209,185 shares of Common Stock underlying the Warrant, in each case held directly by Series AS, whereas Ascension disclaims beneficial ownership of 66,609,060 shares of Common Stock and 22,255,670 shares of Common Stock underlying the Warrant, in each case held directly by Series TB. |
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. Ramez Sousou has ceased to be a beneficial owner of the shares of Common Stock and Warrant and is no longer subject to Section 16 with respect to such securities.