Richard B. Jr. Evans Form 4 R1 RCM / Richard B. Jr. Evans 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^*

Evans Richard B. Jr.

(Last) (First) (Middle)

C/O R1 RCM INC.

401 N. MICHIGAN AVE, SUITE 2700

(Street)

CHICAGO IL 60611

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2020

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

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

X	Form filed by One Reporting Person
	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
Common Stock	12/22/2020		M(1)		17,743(2)	A	$0	73,862(2)	D
Common Stock	12/22/2020		M(1)		185,956	A	$0	259,818	D
Common Stock	12/22/2020		F		88,275	D	$23.43	171,543	D

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
Performance-Based Restricted Stock Units	(3)	12/22/2020		M			17,743	(4)	(4)	Common Stock	17,743(4)	$0	0	D
Performance-Based Restricted Stock Units	(3)	12/22/2020		M			185,956	(5)	(5)	Common Stock	185,956(5)	$0	0	D

Explanation of Responses:

1. Represents shares of common stock received upon settlement of performance-based restricted stock units ("PBRSUs").

2. 25% of the amount represents shares earned upon settlement of the PBRSUs, which remain subject to continued service by the reporting person through December 31, 2021. Refer to footnote 4 for further details.

3. Represents a contingent right to receive the Issuer's common stock.

4. On May 29, 2018, the reporting person was granted PBRSUs that were previously reported on Table II of Form 4 filed on May 31, 2018. Pursuant to the award agreement, the PBRSUs were subject to both a time-based vesting condition and a performance-based vesting condition based on an average per share price of the Issuer's common stock as defined in the award agreement, measured at December 22, 2020. At target, the PBRSUs covered 11,829 shares. Because the average price per share at the end of the performance period exceeded the maximum target of $14.00 per share, the reporting person earned the maximum number of shares, or 150% of the target award. The time-based vesting condition for 75% of the PBRSUs was satisfied on December 22, 2020. The time-based vesting condition for the remaining 25% of the PBRSUs may be satisfied on the earlier of December 31, 2021 and a qualifying change of control.

5. On August 28, 2017, the reporting person was granted PBRSUs that were previously reported on Table II of Form 4 filed on November 21, 2017. Pursuant to the award agreement, the PBRSUs were subject to both a time-based vesting condition and a performance-based vesting condition based upon an average per share price of the Issuer's common stock as defined in the award agreement, measured at December 22, 2020. At target, the PBRSUs covered 92,978 shares. Because the average price per share at the end of the performance period exceeded the maximum target of $9.00 per share, the reporting person earned the maximum number of shares, or 200% of the target award. The time-based vesting condition was fully satisfied on December 22, 2020.

Remarks:

	/s/ E. Terry Platis, Attorney-in-Fact	12/23/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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