New Mountain Capital Form 3 R1 RCM / STEVEN B KLINSKY 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^*

New Mountain Capital, L.L.C.

(Last) (First) (Middle)

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(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)

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	124,864,016(1)	I	See Notes(2)(3)(4)
Common Stock	11,065,726(1)	I	See Notes(3)(4)(5)

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

1. Name and Address of Reporting Person^*

New Mountain Capital, L.L.C.

(Last) (First) (Middle)

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CoyCo 1, L.P.

(Last) (First) (Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CoyCo 2, L.P.

(Last) (First) (Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

CoyCo GP, L.L.C.

(Last) (First) (Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Mountain Partners V (AIV-D), L.P.

(Last) (First) (Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Mountain Investments V, L.L.C.

(Last) (First) (Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

New Mountain Capital Group, L.P.

(Last) (First) (Middle)

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NM Holdings GP, L.L.C.

(Last) (First) (Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

KLINSKY STEVEN B

(Last) (First) (Middle)

C/O NEW MOUNTAIN CAPITAL, L.L.C.

1633 BROADWAY, 48TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. On January 9, 2022, CoyCo 1, L.P. ("CoyCo 1") and CoyCo 2, L.P. ("CoyCo 2") entered into a Transaction Agreement and Plan of Merger (the "Transaction Agreement") with the R1 RCM Inc. (the "Issuer"), its then-parent, Project Roadrunner Merger Sub Inc., a wholly owned subsidiary of the Issuer ("R1 Merger Sub") and other parties named therein, pursuant to which CoyCo 1 and CoyCo 2 contributed 100% of the equity of a blocker parent of their subsidiaries, which included Cloudmed, to the Issuer in exchange for 135,929,742 shares of common stock of the Issuer (the "Acquisition"). The Acquisition closed on June 21, 2022 (the "Closing").

2. Held directly by CoyCo 1.

3. CoyCo GP, L.L.C. ("CoyCo GP") is the general partner of each of CoyCo 1 and CoyCo 2. New Mountain Partners V (AIV-D), L.P. ("AIV-D") is the manager of CoyCo GP. New Mountain Investments V, L.L.C. ("Investments V") has decision-making power over the disposition and voting of securities of portfolio investments of AIV-D. New Mountain Capital, L.L.C. ("New Mountain Capital") also has voting power over the securities of portfolio investments of AIV-D. New Mountain Capital Group, L.P. ("New Mountain Capital Group") is the managing member of New Mountain Capital. NM Holdings GP, L.L.C. ("NM Holdings GP") is the general partner of New Mountain Capital Group. Steven B. Klinsky is the managing member of New Mountain Investments V and managing member of NM Holdings GP.

4. Because of their relationships, each of Mr. Klinsky, CoyCo GP, AIV-D, New Mountain Investments V, New Mountain Capital, New Mountain Capital Group, and NM Holdings GP may be deemed to beneficially own the Common Shares held by CoyCo 1 and CoyCo 2. Each of Mr. Klinsky, CoyCo GP, AIV-D, New Mountain Investments V, New Mountain Capital, New Mountain Capital Group, and NM Holdings GP expressly disclaim beneficial ownership over the securities held by CoyCo 1 and CoyCo 2 except to the extent of their pecuniary interest therein.

5. Held directly by CoyCo 2.

Remarks:

Subsequent to the Closing, Matthew Holt, Jeremy Delinsky and Kyle Armbrester were appointed to the board of directors of R1 RCM Inc. (the "Issuer") pursuant to an Investor Rights Agreement between CoyCo 1, CoyCo 2 and the Issuer. As such, the Reporting Persons may currently be deemed to be "directors by deputization" of the Issuer.

	CoyCo 1, L.P., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President	07/01/2022
	CoyCo 2, L.P.; By its General Partner CoyCo GP, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President	07/01/2022
	CoyCo GP, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein Title: Vice President	07/01/2022
	New Mountain Partners V (AIV-D), L.P.; By its General Partner New Mountain Investments V, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory	07/01/2022
	New Mountain Investments V, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory	07/01/2022
	New Mountain Capital Group, L.P.; By its General Partner NM Holdings GP, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory	07/01/2022
	NM Holdings GP, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory	07/01/2022
	Steven B. Klinsky, /s/ Steven B. Klinsky	07/01/2022
	** Signature of Reporting Person	Date
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