X0306 4 2022-10-26 0 0001910851 R1 RCM Inc. /DE RCM 0001407718 New Mountain Capital, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 0001933650 CoyCo 1, L.P. C/O NEW MOUNTAIN CAPITAL, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 0001933942 CoyCo 2, L.P. C/O NEW MOUNTAIN CAPITAL, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 0001933937 CoyCo GP, L.L.C. C/O NEW MOUNTAIN CAPITAL, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 0001933971 New Mountain Partners V (AIV-D), L.P. C/O NEW MOUNTAIN CAPITAL, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 0001844960 New Mountain Investments V, L.L.C. C/O NEW MOUNTAIN CAPITAL, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 0001777024 New Mountain Capital Group, L.P. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 0001776766 NM Holdings GP, L.L.C. C/O NEW MOUNTAIN CAPITAL, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 0001018327 KLINSKY STEVEN B C/O NEW MOUNTAIN CAPITAL, L.L.C. 1633 BROADWAY, 48TH FLOOR NEW YORK NY 10019 1 0 1 0 Common Stock 2022-10-26 4 J 0 46392 A 124910408 I See Notes Common Stock 2022-10-26 4 J 0 9454 A 11075180 I See Notes 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 R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.), formerly the Issuer's parent, Project Roadrunner Merger Sub Inc., formerly a wholly owned subsidiary of the Issuer, and Revint Holdings, LLC, a Delaware limited liability company ("Cloudmed"), 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 and $1,000,000 (the "Acquisition"). The Acquisition closed on June 21, 2022 (the "Closing Date"). The Transaction Agreement included a purchase price adjustment provision which provided that the consideration received by the Reporting Persons in connection with the Acquisition would be adjusted based on Cloudmed's net debt as of closing, transaction expenses and certain cash payments and issuances of securities between signing and closing and in connection with certain incentive plans. The number of shares issuable pursuant to the purchase price adjustment provision was determined on October 26, 2022, pursuant to a formula set forth in the Transaction Agreement which provided that, for the purpose of determining the number of shares issuable, the Issuer's common stock would be valued at $24.83 per share. Pursuant to the purchase price adjustment provision, 55,846 shares are issuable to the Reporting Persons. The Reporting Persons' right to receive such additional shares became fixed and irrevocable on the Closing Date. Held directly by CoyCo 1. 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. 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. Held directly by CoyCo 2. Subsequent to the closing of the Acquisition, Matthew Holt, Jeremy Delinsky and Kyle Armbrester were appointed to the board of directors of the Issuer pursuant to an Investor Rights Agreement between CoyCo 1, CoyCo 2 and the Issuer. As such, the Reporting Persons may be deemed to be "directors by deputization" of the Issuer. CoyCo 1, L.P., By: CoyCo GP, L.L.C., its general partner, /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President 2022-10-28 CoyCo 2, L.P., By: CoyCo GP, L.L.C., its general partner, /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President 2022-10-28 CoyCo GP, L.L.C., /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Vice President 2022-10-28 New Mountain Partners V (AIV-D), L.P., By: New Mountain Investments V, L.L.C., its general partner, /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory 2022-10-28 New Mountain Investments V, L.L.C., /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory 2022-10-28 New Mountain Capital Group, L.P., By: NM Holdings GP, L.L.C., /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory 2022-10-28 NM Holdings GP, L.L.C., /s/ Adam B. Weinstein, Name: Adam B. Weinstein, Title: Authorized Signatory 2022-10-28 Steven B. Klinsky, /s/ Steven B. Klinsky 2022-10-28