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.

NAMES OF REPORTING PERSON

I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):

Mary A. Tolan

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  ☐

(b)  ☐

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

5,423,815 (a)

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

5,423,815 (a)

SHARED DISPOSITIVE POWER

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,423,815 (a)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.8% (b)

TYPE OF REPORTING PERSON (See Instructions)

IN

Includes (i) 4,247,815 shares of Common Stock held by the Mary A. Tolan Revocable Trust and (ii) options to purchase 1,176,000 shares of Common Stock which are exercisable within 60 days.

The percentage is calculated using the 112,864,978 shares outstanding as disclosed in R1 RCM, Inc.’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2019.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

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

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

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).

Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Ownership:

Amount beneficially owned: The Reporting Person beneficially owns an aggregate of 5,423,815 shares of Common Stock. The shares of Common Stock beneficially owned by the Reporting Person consist of: (i) 4,247,815 shares of Common Stock held by the Mary A. Tolan Revocable Trust and (ii) options to purchase 1,176,000 shares of Common Stock exercisable within 60 days. Certain family members who are deemed to be independent of the Reporting Person may hold additional shares of Company Stock which are not reflected herein.

Percent of class: See Item 11 on the cover page hereto.

Number of shares as to which such person has:

Sole power to vote or to direct the vote: See Item 5 on the cover page hereto.

Shared power to vote or to direct the vote: See Item 6 on the cover page hereto.

Sole power to dispose or to direct the disposition of: See Item 7 on the cover page hereto.

Shared power to dispose or to direct the disposition of: See Item 8 on the cover page hereto.

Ownership of Five Percent or Less of a Class:

Ownership of More Than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certification:

/s/ Mary A. Tolan