SEC FORM 3

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^*

SPARBY JOHN M.

(Last)

(First)

(Middle)

C/O R1 RCM INC.

401 N MICHIGAN AVE

(Street)

CHICAGO

60611

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2021

3. Issuer Name and Ticker or Trading Symbol
R1 RCM INC. [ RCM ]

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

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

5. 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 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	300,393⁽¹⁾	D
Common Stock	10,000	I	By childrens' grantor retained annuity trust⁽²⁾
Common Stock	30,046	I	By family grantor retained annuity trust⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)⁽⁴⁾	04/01/2021	10/03/2026	Common Stock	61,012	$2.42	D
Stock Option (right to buy)⁽⁵⁾	06/12/2019	06/12/2027	Common Stock	20,461	$3.85	D

Explanation of Responses:

1. Consists of 279,678 shares of R1 RCM Inc. common stock, and 20,715 shares earned upon settlement of a performance-based restricted stock unit (PBRSU) award which remain subject to continued service by the reporting person through December 31, 2021. The performance factor for the PBRSU was satisfied on December 22, 2020.

2. These shares of common stock are held in a grantor retained annuity trust for the benefit of the reporting person and his two children. The reporting person's former spouse is the trustee of the trust.

3. These shares of common stock are held in a grantor retained annuity trust for the benefit of the reporting person and his nieces and nephews. The reporting person shares investment control over issuer securities held by the trust with his former spouse, who is the trustee of the trust.

4. The stock options were granted in two tranches, 61,013 stock options were granted on October 3, 2016 and 183,037 stock options were granted on December 8, 2016. Both sets of stock options vested 25% annually, with the first vesting date on April 1, 2018. All vested shares have been exercised, leaving only 61,012 unvested shares which will become exercisable on April 1, 2021.

5. Represents fully vested stock options granted on June 12, 2017 pursuant to R1 RCM's stock option exchange program as more fully described in the Schedule TO-I, filed with the Securities and Exchange Commission on May 12, 2017. The stock options were subject to a two year vesting period (50% increments on each anniversary of the grant date for two years).

Remarks:

Exhibit 24 - Power of Attorney attached hereto.

	/s/ E. Terry Platis, Attorney-in-Fact	01/25/2021
	** 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 5 (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.