4//SEC Filing
MOSZKOWSKI NEAL 4
Accession 0001104659-24-120604
CIK 0001910851other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 4:50 PM ET
Size
29.8 KB
Accession
0001104659-24-120604
Insider Transaction Report
Form 4
Ascension Health Alliance
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total - Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total - Other
Common Stock
2024-11-19−154,837,588→ 0 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying)
TCP-ASC ACHI Series LLLP
Director10% Owner
Transactions
- Other
Common Stock
2024-11-19−154,837,588→ 0 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying) - Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total - Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total
TI IV ACHI Holdings GP, LLC
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total - Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total - Other
Common Stock
2024-11-19−154,837,588→ 0 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying)
MOSZKOWSKI NEAL
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total - Other
Common Stock
2024-11-19−154,837,588→ 0 total - Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying)
TI IV ACHI Holdings, LP
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total - Other
Common Stock
2024-11-19−154,837,588→ 0 total - Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying)
Saddi Karim
Director10% Owner
Transactions
- Other
Common Stock
2024-11-19−154,837,588→ 0 total - Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total - Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying)
Bilzin Jonathan
Director10% Owner
Transactions
- Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total - Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total - Other
Common Stock
2024-11-19−154,837,588→ 0 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying)
TCP-ASC GP, LLC
Director10% Owner
Transactions
- Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total - Other
Common Stock
2024-11-19−154,837,588→ 0 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying) - Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total
TowerBrook Investors, Ltd.
Director10% Owner
Transactions
- Exercise of In-Money
Common Stock
2024-11-19$3.50/sh+40,464,855$141,626,993→ 164,754,055 total - Sale
Common Stock
2024-11-19$14.28/sh−30,548,388$436,292,077→ 154,837,588 total - Other
Common Stock
2024-11-19−154,837,588→ 0 total - Exercise of In-Money
Warrant (right to buy)
2024-11-19−40,464,855→ 0 totalExercise: $3.50From: 2016-02-16Exp: 2026-02-16→ Common Stock (40,464,855 underlying)
Footnotes (7)
- [F1]On November 19, 2024, prior to the consummation of the Merger (as defined below), TCP-ASC ACHI Series LLLP (the "Partnership") exercised in full a warrant to purchase 40,464,855 shares of common stock, par value $0.01 per share ("Common Stock"), of R1 RCM Inc. (the "Issuer") for $3.50 a share. The Partnership paid the exercise price on a cashless basis, resulting in the Issuer withholding 9,916,467 of the shares of Common Stock to pay the exercise price and issuing to the reporting person the remaining 30,548,388 shares of Common Stock.
- [F2]On November 19, 2024, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of July 31, 2024, by and among the Issuer, Raven Acquisition Holdings, LLC ("Parent") and Project Raven Merger Sub, Inc. (the "Merger Agreement"), the merger contemplated thereby (the "Merger") was consummated. Immediately prior to the consummation of the Merger, the Partnership contributed all shares of Common Stock held by the Partnership to Raven Parent Holdings, Inc. in exchange for equity interests therein. Raven Parent Holdings, Inc. contributed all such shares to Raven Intermediate Holdings, LLC, which in turn transferred all such shares to Parent. All such shares were cancelled upon consummation of the Merger for no consideration, pursuant to the terms of the Merger Agreement.
- [F3]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 that the Reporting Persons (as defined below) 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 Merger Agreement and the transactions in connection therewith.
- [F4]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").
- [F5]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.
- [F6]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.
- [F7]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. Ascension is a Missouri not-for-profit corporation. 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.
Documents
Issuer
R1 RCM Inc. /DE
CIK 0001910851
Entity typeother
Related Parties
1- filerCIK 0001041197
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 4:50 PM ET
- Size
- 29.8 KB