4//SEC Filing
RIVAS LEE 4
Accession 0000950170-24-128813
CIK 0001910851other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 5:20 PM ET
Size
8.2 KB
Accession
0000950170-24-128813
Insider Transaction Report
Form 4
RIVAS LEE
President
Transactions
- Disposition to Issuer
Common Stock
2024-11-19$14.30/sh−1,604,819$22,948,912→ 0 total - Award
Common Stock
2024-11-19+1,247,137→ 1,604,819 total
Footnotes (3)
- [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.
Documents
Issuer
R1 RCM Inc. /DE
CIK 0001910851
Entity typeother
Related Parties
1- filerCIK 0001935087
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 5:20 PM ET
- Size
- 8.2 KB