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*
SPARBY JOHN M.

(Last) (First) (Middle)
C/O R1 RCM INC.
401 N MICHIGAN AVE

(Street)
CHICAGO IL 60611

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
R1 RCM INC. [ RCM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/25/2021
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)
Code V Amount (A) or (D) Price
Common Stock 02/25/2021 S 7,550(1) D $28(2) 202,843 D
Common Stock 02/26/2021 S 17,450(3) D $28.01(4) 185,393 D
Common Stock 03/01/2021 S 34,367(5) D $28.31(6) 151,026 D
Common Stock 10,000 I By childrens' grantor retained annuity trust(7)
Common Stock 30,046 I By family grantor retained annuity trust(8)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The 7,550 shares sold on 2/25/2021 were sold at the request of the reporting person's former spouse. The net proceeds of the sale of the shares will be transferred to the reporting person's former spouse pursuant to an agreement between the reporting person and his former spouse.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.00 to $28.01 per share. The reporting person undertakes to provide to R1 RCM Inc., any security holder of R1 RCM Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
3. The 17,450 shares sold on 2/26/2021 includes 7,450 shares sold at the request of the reporting person's former spouse. The net proceeds of the sale of the shares will be transferred to the reporting person's former spouse pursuant to an agreement between the reporting person and his former spouse.
4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $27.90 to $28.35 per share. The reporting person undertakes to provide to R1 RCM Inc., any security holder of R1 RCM Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
5. The 34,367 shares sold on 3/1/2021 includes 9,516 shares sold at the request of the reporting person's former spouse. The net proceeds of the sale of the shares will be transferred to the reporting person's former spouse pursuant to an agreement between the reporting person and his former spouse.
6. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $28.22 to $28.68 per share. The reporting person undertakes to provide to R1 RCM Inc., any security holder of R1 RCM Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein.
7. 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.
8. 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.
Remarks:
/s/ E. Terry Platis, Attorney-in-Fact 03/01/2021
** 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 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).
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.