Sousou Ramez Form 3 R1 RCM / NEAL MOSZKOWSKI ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TCP-ASC ACHI Series LLLP

(Last) (First) (Middle)

2711 CENTERVILLE ROAD, SUITE 400

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/21/2022

3. Issuer Name and Ticker or Trading Symbol
R1 RCM Inc. /DE [ RCM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	139,289,200	D(1)(2)(3)(4)(5)(6)(7)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (right to buy)	02/16/2016	02/16/2026	Common Stock	40,464,855	3.5	D(1)(2)(3)(4)(5)(6)(7)

1. Name and Address of Reporting Person^*

TCP-ASC ACHI Series LLLP

(Last) (First) (Middle)

2711 CENTERVILLE ROAD, SUITE 400

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TCP-ASC GP, LLC

(Last) (First) (Middle)

4001 KENNETT PIKE

(Street)

WILMINGTON DE 19807

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TI IV ACHI Holdings GP, LLC

(Last) (First) (Middle)

4001 KENNETT PIKE

(Street)

WILMINGTON DE 19807

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TI IV ACHI Holdings, LP

(Last) (First) (Middle)

4001 KENNETT PIKE

(Street)

WILMINGTON DE 19807

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TowerBrook Investors, Ltd.

(Last) (First) (Middle)

C/O TOWERBROOK CAPITAL PARTNERS L.P.

65 EAST 55TH STREET, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MOSZKOWSKI NEAL

(Last) (First) (Middle)

C/O TOWERBROOK CAPITAL PARTNERS L.P.

65 EAST 55TH STREET, 19TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SOUSOU RAMEZ

(Last) (First) (Middle)

1 ST. JAMES'S MARKET

CARLTON STREET

(Street)

LONDON X0 SW1Y 4AH

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ascension Health Alliance

(Last) (First) (Middle)

101 S. HANLEY ROAD, SUITE 450

(Street)

ST. LOUIS MO 63105

(City) (State) (Zip)

Explanation of Responses:

1. 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 report the beneficial ownership in respect of common stock, par value $0.01 per share ("Common Stock"), of R1 RCM Inc. (f/k/a Project Roadrunner Parent Inc.) (the "Issuer") 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 acquired pursuant to the closing of the transactions contemplated by the Transaction Agreement (defined below).

2. Upon the effectiveness of the merger of Project Roadrunner Merger Sub Inc. ("R1 Merger Sub") with and into R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.) ("Old R1") on June 21, 2022 (the "Merger") and pursuant to the Transaction Agreement and Plan of Merger, dated January 9, 2022 (as may be amended, supplemented or otherwise modified from time to time, the "Transaction Agreement"), by and among the Old R1, the Issuer, R1 Merger Sub, Revint Holdings, LLC, CoyCo 1, L.P., CoyCo 2, L.P., and, solely for certain purposes set forth therein, NMC Ranger Holdings, LLC, the Partnership acquired from the Issuer (i) 139,289,200 shares of Common Stock 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").

3. 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 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.

4. 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.

5. 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 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.

6. 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").

7. Accordingly, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of 62,680,140 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 76,609,060 shares of Common Stock and 22,255,670 shares of Common Stock underlying the Warrant, in each case held directly by Series TB.

Remarks:

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.

	TCP-ASC ACHI Series LLLP By: TCP-ASC GP, LLC, its General Partner By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President	06/21/2022
	TCP-ASC GP, LLC By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President	06/21/2022
	TI IV ACHI Holdings GP, LLC By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President	06/21/2022
	TI IV ACHI Holdings, LP By: TI IV ACHI Holdings GP, LLC, its General Partner By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President	06/21/2022
	TowerBrook Investors Ltd. By: /s/ Neal Moszkowski Name: Neal Moszkowski Title: Director	06/21/2022
	Neal Moszkowski /s/ Neal Moszkowski Neal Moszkowski	06/21/2022
	Ramez Sousou /s/ Ramez Sousou Ramez Sousou	06/21/2022
	Ascension Health Alliance By: /s/ Anthony J. Speranzo Name: Anthony J. Speranzo Title: President and Chief Executive Officer, Ascension Capital, LLC (authorized signatory)	06/21/2022
	** Signature of Reporting Person	Date
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