SEC FORM 4

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.

434 W. ASCENSION WAY, 6TH FLOOR

(Street)

MURRAY

84123

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
R1 RCM Inc. /DE [ RCM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/05/2022		J⁽¹⁾		9,088	D	$0	192,828	D
Common Stock	08/08/2022		M		48,047	A	$2.42	240,875	D
Common Stock	08/08/2022		S		48,047	D	$26.843⁽²⁾	192,828	D
Common Stock								10,000	I	By children's grantor retained annuity trust⁽³⁾
Common Stock								30,046	I	By family grantor retained annuity trust⁽⁴⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$2.42	08/08/2022		M			48,047	⁽⁵⁾	10/03/2026	Common Stock	48,047	$0	12,965	D

Explanation of Responses:

1. Transfer of 9,088 shares to 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 $26.635 to $27.06 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. 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.

4. 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 R1 RCM Inc. securities held by the trust with his former spouse, who is the trustee of the trust.

5. Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.

Remarks:

Executive Vice President, Chief Solutions & Customer Officer

	/s/ E. Terry Platis, Attorney-in-Fact	08/09/2022
	** 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.
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