Sec Form 4 Filing - Rizk Emad T. @ Accretive Health, Inc. - 2015-07-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Rizk Emad T. 2. Issuer Name and Ticker or Trading Symbol Accretive Health, Inc. [ ACHI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O ACCRETIVE HEALTH, INC., 401 N. MICHIGAN AVE, SUITE 2700 3. Date of Earliest Transaction (MM/DD/YY) 07/10/2015 (Street) CHICAGO, IL60611 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/10/2016 F 2,369 ( 1 ) D $ 2.43 2,458,904 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Rizk Emad T. C/O ACCRETIVE HEALTH, INC. 401 N. MICHIGAN AVE, SUITE 2700 CHICAGO, IL60611 X President and CEO Signatures /s/ Daniel A Zaccardo, Attorney-in-Fact 02/12/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a reduction of shares to satisfy the tax withholding obligations of the Issuer with respect to the vesting of restricted common stock held by the Reporting Person. ( 2 )As reported by the Reporting Person on Form 4s dated July 21, 2014, July 9, 2015 and December 31, 2015, the Reporting Person received grants aggregating to 2,578,067 shares of restricted common stock. This number reflects the reduction of an aggregate of 61,950 shares of common stock that were used to satisfy tax withholding obligations as a result of the vesting of the restricted common stock held by the Reporting Person since July 10, 2015 and for which Form 4s were inadvertently not filed with respect to the withholding only. In connection therewith, 2,024 shares of common stock were used to satisfy tax withholding at prices ranging from $1.00 to $1.99, 51,830 shares of common stock were used to satisfy tax withholding at prices ranging from $2.00 to $2.99, 2,024 shares of common stock were used to satisfy tax withholding at prices ranging from $3.00 to $3.99 and 6,072 shares of common stock were used to satisfy tax withholding at prices ranging from $5.00 to $5.99.

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).

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