SEC FORM 4

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^*

Smith Jill D.

(Last)

(First)

(Middle)

C/O R1 RCM INC.

434 W. ASCENSION WAY, 6TH FLOOR

(Street)

MURRAY

84123

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
R1 RCM Holdco Inc. [ NONE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/21/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/21/2022		D		26,505	D	⁽¹⁾⁽²⁾	0	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Option (right to buy)	$10.75	06/21/2022		D			15,407⁽²⁾	⁽³⁾	05/28/2030	Common Stock	15,407	⁽²⁾	0	D
Restricted Stock Unit	⁽⁴⁾	06/21/2022		D			6,039⁽²⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	6,039	⁽²⁾	0	D

Explanation of Responses:

1. On June 21, 2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of January 9, 2022, by and among R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.) (the "Company"), R1 RCM Inc. (f/k/a Project Roadrunner Parent Inc.) ("New R1"), Project Roadrunner Merger Sub Inc. ("R1 Merger Sub"), CoyCo 1, L.P., CoyCo 2, L.P. and certain other parties, R1 Merger Sub was merged with and into the Company, with the Company surviving as a direct, wholly owned subsidiary of New R1 (the "Reorganization").

2. Upon consummation of the Reorganization, each share of the Company's common stock issued and outstanding immediately prior to the Reorganization was automatically exchanged into an equivalent corresponding share of common stock of New R1 and the Company's stockholders became stockholders of New R1. In addition, each restricted stock unit ("RSU") and option to purchase shares of common stock of the Company issued and outstanding immediately prior to the Reorganization was automatically exchanged into an equivalent corresponding RSU or option to purchase shares of common stock of New R1, subject to the same terms and conditions (including applicable vesting terms) as were applicable to RSUs or options to purchase shares immediately prior to the consummation of the Reorganization.

3. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.

4. Each RSU represents a contingent right to receive one share of the Company's common stock.

5. The RSUs will vest in one annual installment on May 27, 2023.

Remarks:

	/s/ E. Terry Platis, Attorney-in-Fact	06/23/2022
	** 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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