4//SEC Filing
TCP-ASC ACHI Series LLLP 4
Accession 0001104659-21-004763
CIK 0001472595other
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 4:43 PM ET
Size
26.7 KB
Accession
0001104659-21-004763
Insider Transaction Report
Form 4
R1 RCM INC.RCM
TCP-ASC ACHI Series LLLP
Director10% Owner
Transactions
- Conversion
8.00% Series A Convertible Preferred Stock
2021-01-15−294,266→ 0 totalExercise: $2.50→ Common Stock, par value $0.01 per share (117,706,400 underlying) - Conversion
Common Stock
2021-01-15+117,706,400→ 117,706,400 total - Award
Common Stock
2021-01-15+21,582,800→ 139,289,200 total
TI IV ACHI Holdings, LP
Director10% Owner
Transactions
- Conversion
Common Stock
2021-01-15+117,706,400→ 117,706,400 total - Award
Common Stock
2021-01-15+21,582,800→ 139,289,200 total - Conversion
8.00% Series A Convertible Preferred Stock
2021-01-15−294,266→ 0 totalExercise: $2.50→ Common Stock, par value $0.01 per share (117,706,400 underlying)
TowerBrook Investors, Ltd.
Director10% Owner
Transactions
- Conversion
8.00% Series A Convertible Preferred Stock
2021-01-15−294,266→ 0 totalExercise: $2.50→ Common Stock, par value $0.01 per share (117,706,400 underlying) - Award
Common Stock
2021-01-15+21,582,800→ 139,289,200 total - Conversion
Common Stock
2021-01-15+117,706,400→ 117,706,400 total
MOSZKOWSKI NEAL
Director10% Owner
Transactions
- Award
Common Stock
2021-01-15+21,582,800→ 139,289,200 total - Conversion
Common Stock
2021-01-15+117,706,400→ 117,706,400 total - Conversion
8.00% Series A Convertible Preferred Stock
2021-01-15−294,266→ 0 totalExercise: $2.50→ Common Stock, par value $0.01 per share (117,706,400 underlying)
TI IV ACHI Holdings GP, LLC
Director10% Owner
Transactions
- Conversion
Common Stock
2021-01-15+117,706,400→ 117,706,400 total - Award
Common Stock
2021-01-15+21,582,800→ 139,289,200 total - Conversion
8.00% Series A Convertible Preferred Stock
2021-01-15−294,266→ 0 totalExercise: $2.50→ Common Stock, par value $0.01 per share (117,706,400 underlying)
TCP-ASC GP, LLC
Director10% Owner
Transactions
- Conversion
Common Stock
2021-01-15+117,706,400→ 117,706,400 total - Award
Common Stock
2021-01-15+21,582,800→ 139,289,200 total - Conversion
8.00% Series A Convertible Preferred Stock
2021-01-15−294,266→ 0 totalExercise: $2.50→ Common Stock, par value $0.01 per share (117,706,400 underlying)
SOUSOU RAMEZ
Director10% Owner
Transactions
- Award
Common Stock
2021-01-15+21,582,800→ 139,289,200 total - Conversion
Common Stock
2021-01-15+117,706,400→ 117,706,400 total - Conversion
8.00% Series A Convertible Preferred Stock
2021-01-15−294,266→ 0 totalExercise: $2.50→ Common Stock, par value $0.01 per share (117,706,400 underlying)
Ascension Health Alliance
Director10% Owner
Transactions
- Award
Common Stock
2021-01-15+21,582,800→ 139,289,200 total - Conversion
8.00% Series A Convertible Preferred Stock
2021-01-15−294,266→ 0 totalExercise: $2.50→ Common Stock, par value $0.01 per share (117,706,400 underlying) - Conversion
Common Stock
2021-01-15+117,706,400→ 117,706,400 total
Footnotes (7)
- [F1]294,266 shares of 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") of R1 RCM Inc. (the "Issuer"), held by the Reporting Persons (defined below) were converted pursuant to a Preferred Stock Agreement, dated January 5, 2021 (the "Transaction Agreement"), among the Partnership (defined below) and the Issuer, pursuant which, among other things, the Partnership agreed to convert 294,266 shares of Series A Preferred Stock in exchange for (i) 117,706,400 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock"), plus (ii) a cash payment of $105 million, plus (iii) the issuance of 21,582,800 additional shares of Common Stock (the "Transaction").
- [F2]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 Series A Preferred 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 pursuant to the Transaction Agreement.
- [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 (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"). Accordingly, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of 62,680,140 shares of Common Stock issued pursuant to the Transaction held directly by Series AS, whereas Ascension disclaims beneficial ownership of 76,609,060 shares of Common Stock issued pursuant to the Transaction held directly by Series TB.
- [F7]The 8.00% Series A Convertible Preferred Stock the Issuer is convertible at any time, at the holder's election, and has no expiration date.
Documents
Issuer
R1 RCM INC.
CIK 0001472595
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001663108
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 4:43 PM ET
- Size
- 26.7 KB