Director New Mountain Capital, L.L.C. disposed of $1,944,593,908 worth of shares (135,985,588 units at $14.30) (SEC Form 4)
$RCM
Other Consumer Services
Consumer Discretionary
| 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). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
R1 RCM Inc. /DE [ RCM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 11/19/2024 | J(1) | 124,910,408 | D | $14.3 | 0 | I | See Notes(2)(3)(4) | ||
| Common Stock | 11/19/2024 | J(1) | 11,075,180 | D | $14.3 | 0 | I | See Notes(3)(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On November 19, 2024, R1 RCM Inc. completed its merger with Project Raven Merger Sub, Inc. and all shares of common stock beneficially owned by the Reporting Persons were cancelled and converted into the right to receive $14.30 per share in cash. |
| 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. |
| CoyCo 1, L.P., By: CoyCo GP, L.L.C., its general partner, By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President | 11/21/2024 | |
| CoyCo 2, L.P., By: CoyCo GP, L.L.C., its general partner, By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President | 11/21/2024 | |
| CoyCo GP, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President | 11/21/2024 | |
| New Mountain Partners V (AIV-D), L.P., By: New Mountain Investments V, L.L.C., its general partner, By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory | 11/21/2024 | |
| New Mountain Investments V, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory | 11/21/2024 | |
| New Mountain Capital Group, L.P., By: NM Holdings GP, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory | 11/21/2024 | |
| NM Holdings GP, L.L.C., By: /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory | 11/21/2024 | |
| Steven B. Klinsky, /s/ Steven B. Klinsky | 11/21/2024 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||