R1 RCM Form 4 R1 RCM / RAMEZ SOUSOU ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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. Issuer Name and Ticker or Trading Symbol
R1 RCM INC. [ RCM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
8.00% Series A Convertible Preferred Stock	$2.5	04/02/2018		A		4,640		(1)	(1)	Common Stock, par value $0.01 per share	1,856,000	(2)	236,672	D(2)(3)(4)(5)(6)

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)

2711 CENTERVILLE ROAD, SUITE 400

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TI IV ACHI Holdings GP, LLC

(Last) (First) (Middle)

2711 CENTERVILLE ROAD, SUITE 400

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TI IV ACHI Holdings, LP

(Last) (First) (Middle)

2711 CENTERVILLE ROAD, SUITE 400

(Street)

WILMINGTON DE 19808

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TowerBrook Investors, Ltd.

(Last) (First) (Middle)

C/O TOWERBROOK CAPITAL PARTNERS L.P.

66 EAST 55TH STREET, 27TH 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.

66 EAST 55TH STREET, 27TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SOUSOU RAMEZ

(Last) (First) (Middle)

KINNIARD HOUSE

1 PALL MALL EAST

(Street)

LONDON X0 SW1Y 5AU

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Ascension Health Alliance

(Last) (First) (Middle)

101 SOUTH HANLEY RD.

STE. 450

(Street)

ST. LOUIS MO 63105

(City) (State) (Zip)

Explanation of Responses:

1. The 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") of R1 RCM Inc. (the "Issuer") is convertible at any time, at the holder's election, and has no expiration date.

2. 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 beneficial ownership of shares 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 acquired as a payment-in-kind dividend on April 2, 2018 under the Certificate of Designations of 8.00% Series A Convertible Preferred Stock (the "Certificate of Designations"), dated as of February 16, 2016.

3. 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. (cont'd)

4. (cont'd) 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.

5. Pursuant to the Certificate of Designations, on April 2, 2018, the Partnership received 4,640 shares of Series A Preferred Stock from the Issuer as a payment-in-kind dividend for the period beginning on January 1, 2018 and ending on March 31, 2018 on the 232,032 shares of Series A Preferred Stock acquired by the Partnership since the Purchase closed on February 16, 2016. 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.

6. 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 the 2,088 shares of Series A Preferred Stock distributed as a payment-in-kind dividend on April 2, 2018 held directly by Series AS, whereas Ascension disclaims beneficial ownership of the 2,552 shares of Series A Preferred Stock distributed as payment-in-kind dividend on April 2, 2018 and 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.

	/s/ TCP-ASC ACHI Series LLLP, By: TCP-ASC GP, LLC, its General Partner, By: Glenn F. Miller, Vice President	04/02/2018
	/s/ TCP-ASC GP, LLC, By: Glenn F. Miller, Vice President	04/02/2018
	/s/ TI IV ACHI Holdings GP, LLC, By: Glenn F. Miller, Vice President	04/02/2018
	/s/ TI IV ACHI Holdings, LP, By: TI IV ACHI Holdings GP, LLC, its General Partner, By: Glenn F. Miller, Vice President	04/02/2018
	/s/ TowerBrook Investors Ltd., By: Neal Moszkowski, Director	04/02/2018
	/s/ Neal Moszkowski	04/02/2018
	/s/ Ramez Sousou	04/02/2018
	/s/ Ascension Health Alliance, By: Anthony J. Speranzo, Executive Vice President & Chief Financial Officer	04/02/2018
	** Signature of Reporting Person	Date
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