sc13g

0000950123-11-010364.txt : 20110208 0000950123-11-010364.hdr.sgml : 20110208 20110208171320 ACCESSION NUMBER: 0000950123-11-010364 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110208 DATE AS OF CHANGE: 20110208 GROUP MEMBERS: ACCRETIVE ASSOCIATES SBIC, LLC GROUP MEMBERS: ACCRETIVE INVESTORS SBIC, L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLINE J MICHAEL CENTRAL INDEX KEY: 0001201677 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 121 INNOVATION DR STE 200 CITY: IRVINE STATE: CA ZIP: 92612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Accretive Health, Inc. CENTRAL INDEX KEY: 0001472595 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 020698101 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85967 FILM NUMBER: 11583446 BUSINESS ADDRESS: STREET 1: 401 NORTH MICHIGAN AVENUE STREET 2: SUITE 2700 CITY: CHICAGO STATE: IL ZIP: 60611 BUSINESS PHONE: 312-324-7820 MAIL ADDRESS: STREET 1: 401 NORTH MICHIGAN AVENUE STREET 2: SUITE 2700 CITY: CHICAGO STATE: IL ZIP: 60611 SC 13G 1 c11982sc13g.htm SC 13G sc13g

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

ACCRETIVE HEALTH, INC.

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

00438V103

(CUSIP Number)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		00438V103


1	NAMES OF REPORTING PERSONS J. Michael Cline


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States of America

		5	SOLE VOTING POWER

NUMBER OF			61,414

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,516,866

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			61,414

WITH:		8	SHARED DISPOSITIVE POWER

			20,516,866

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,578,280

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	22.60%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

¹ Based on 91,062,947 shares outstanding as of September 30, 2010 based on the Issuer’s Form 10-Q filed November 12, 2010.

Page 2 of 8 Pages


CUSIP No.		00438V103


1	NAMES OF REPORTING PERSONS Accretive Associates SBIC, LLC


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,516,866

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			20,516,866

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,516,866

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	22.53%¹

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	HC

¹ Based on 91,062,947 shares outstanding as of September 30, 2010 based on the Issuer’s Form 10-Q filed November 12, 2010.

Page 3 of 8 Pages


CUSIP No.		00438V103


1	NAMES OF REPORTING PERSONS Accretive Investors SBIC, L.P.


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Delaware

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			20,516,866

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			20,516,866

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	20,516,866

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	22.53%¹

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IV, PN

¹ Based on 91,062,947 shares outstanding as of September 30, 2010 based on the Issuer’s Form 10-Q filed November 12, 2010.

Page 4 of 8 Pages


CUSIP No.		00438V103


Item 1(a)		Name of Issuer:

Accretive Health, Inc. (the “Issuer”)


Item 1(b)		Address of Issuer’s Principal Executive Offices:

401 North Michigan Avenue, Suite 2700
Chicago, Illinois 60611


Item 2(a)		Name of Person Filing:

This Schedule 13G is being file by each of the following persons (each a “Reporting Person” and together, the “Reporting Persons”)

	(i)		J. Michael Cline

	(ii)		Accretive Associates SBIC, LLC

	(iii)		Accretive Investors SBIC, L.P.


Item 2(b)		Address of Principal Business Office or, if none, Residence:

J. Michael Cline
c/o Accretive Health, Inc.
401 North Michigan Avenue, Suite 2700
Chicago, Illinois 60611

Accretive Associates SBIC, LLC
c/o Accretive, LLC
51 Madison Avenue, 31^st Floor
New York, New York 10010

Accretive Investors SBIC, L.P.
c/o Accretive, LLC
51 Madison Avenue, 31^st Floor
New York, New York 10010


Item 2(c)		Citizenship:

J. Michael Cline is a citizen of the United States of America.
Accretive Associates SBIC, LLC is organized under the laws of the State of Delaware.
Accretive Investors SBIC, L.P. is organized under the laws of the State of Delaware.


Item 2(d)		Title of Class of Securities:

Common stock, par value $0.01 of the Issuer (the “Common Stock”)


Item 2(e)		CUSIP Number:

00438V103

Page 5 of 8 Pages


CUSIP No.		00438V103


Item 3		If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13-2(b) or (c), check whether the person filing is a:

(a)

Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	o	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	o	Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C.78c);

(d)	o	Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	o	An Investment Adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	o	An Employee Benefit Plan or Endowment Fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	o	A Parent Holding Company or Control Person in accordance with §240.13d-1(b)(ii)(G);

(h)	o	A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J)


Item 4		Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:

Each of the Reporting Persons may be deemed to be the beneficial owner of the following number of shares of Common Stock of the Issuer:

	(i)		J. Michael Cline (“Mr. Cline”) may be deemed to be the beneficial owner of 20,578,280 shares of Common Stock. Accretive Associates SBIC, LLC is the general partner of Accretive Investors SBIC, L.P. Mr. Cline is the managing member of Accretive Associates SBIC, LLC, and may be deemed to have sole voting and investment power with respect to the shares held by Accretive Investors SBIC, L.P.

	(ii)		Accretive Associates SBIC, LLC may be deemed to be the beneficial owner of 20,516,866 shares of Common Stock. Accretive Associates SBIC, LLC is the general partner of Accretive Investors SBIC, L.P. Mr. Cline is the managing member of Accretive Associates SBIC, LLC, and may be deemed to have sole voting and investment power with respect to the shares held by Accretive Investors SBIC, L.P.

	(iii)		Accretive Investors SBIC, L.P. may be deemed to be the beneficial owner of 20,516,866 shares of Common Stock. Accretive Associates SBIC, LLC is the general partner of Accretive Investors SBIC, L.P. Mr. Cline is the managing member of Accretive Associates SBIC, LLC, and may be deemed to have sole voting and investment power with respect to the shares held by Accretive Investors SBIC, L.P.

Page 6 of 8 Pages


CUSIP No.		00438V103

	(b)		Percent of class: See the response(s) to Item 11 on the attached cover page(s).

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).

	(ii)		Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).

	(iii)		Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).

	(iv)		Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).


Item 5		Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following o.

Not Applicable


Item 6		Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable


Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable


Item 8		Identification and Classification of Members of the Group.

Not Applicable


Item 9		Notice of Dissolution of Group.

Not Applicable


Item 10		Certifications.

Not Applicable

Page 7 of 8 Pages


CUSIP No.		00438V103

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 13G is true, complete and correct.

February 8, 2011



	/s/ J. Michael Cline
	Name:	J. Michael Cline


	ACCRETIVE ASSOCIATES SBIC, LLC
	/s/ J. Michael Cline
	Name:	J. Michael Cline
	Title:	Managing Member


	ACCRETIVE INVESTORS, SBIC, L.P.
	/s/ J. Michael Cline
	Name:	J. Michael Cline
	Title:	Managing Member

Page 8 of 8 Pages

EX-99.1 2 c11982exv99w1.htm EXHIBIT 99.1 Exhibit 99.1

Exhibit 99.1

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of the common stock of Accretive Health, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby further agree that this Joint Filing Agreement be included as an exhibit to such statement and any such amendment. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Dated: February 8, 2011



	/s/ J. Michael Cline
	Name:	J. Michael Cline


	ACCRETIVE ASSOCIATES SBIC, LLC
	/s/ J. Michael Cline
	Name:	J. Michael Cline
	Title:	Managing Member


	ACCRETIVE INVESTORS, SBIC, L.P.
	/s/ J. Michael Cline
	Name:	J. Michael Cline
	Title:	Managing Member