Sec Form 4 Filing - TCP-ASC ACHI Series LLLP @ R1 RCM INC. - 2021-05-27

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 TCP-ASC ACHI Series LLLP 2. Issuer Name and Ticker or Trading Symbol R1 RCM INC. [ RCM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2711 CENTERVILLE ROAD, SUITE 400, 3. Date of Earliest Transaction (MM/DD/YY) 05/27/2021 (Street) WILMINGTON, DE19808 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 05/27/2021 X 16,912,646 A $ 3.5 156,201,846 D ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) Common Stock 05/27/2021 S 2,412,646 D $ 24.54 153,789,200 D Common Stock 06/01/2021 S( 6 )( 7 ) 14,500,000 D $ 21.825 139,289,200 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 Warrant (right to buy) $ 3.5 05/27/2021 X( 6 ) 16,912,646 02/16/2016 02/16/2026 Common Stock, par value $0.01 per share 16,912,646 $ 0 43,087,354 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TCP-ASC ACHI Series LLLP 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE19808 X X TCP-ASC GP, LLC 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE19808 X X TI IV ACHI Holdings GP, LLC 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE19808 X X TI IV ACHI Holdings, LP 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON, DE19808 X X TowerBrook Investors, Ltd. C/O TOWERBROOK CAPITAL PARTNERS L.P. 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X X MOSZKOWSKI NEAL C/O TOWERBROOK CAPITAL PARTNERS L.P. 65 EAST 55TH STREET, 19TH FLOOR NEW YORK, NY10022 X X SOUSOU RAMEZ 1 ST. JAMES'S MARKET CARLTON STREET LONDON, X0SW1Y 4AH X X Ascension Health Alliance 101 S. HANLEY ROAD SUITE 450 ST. LOUIS, MO63105 X X Signatures TCP-ASC ACHI Series LLLP By: TCP-ASC GP, LLC, its General Partner By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President 06/01/2021 Signature of Reporting Person Date TCP-ASC GP, LLC By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President 06/01/2021 Signature of Reporting Person Date TI IV ACHI Holdings GP, LLC By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President 06/01/2021 Signature of Reporting Person Date TI IV ACHI Holdings, LP By: TI IV ACHI Holdings GP, LLC, its General Partner By: /s/ Glenn F. Miller Name: Glenn F. Miller Title: Vice President 06/01/2021 Signature of Reporting Person Date TowerBrook Investors Ltd. By: /s/ Neal Moszkowski Name: Neal Moszkowski Title: Director 06/01/2021 Signature of Reporting Person Date Neal Moszkowski /s/ Neal Moszkowski Neal Moszkowski 06/01/2021 Signature of Reporting Person Date Ramez Sousou /s/ Ramez Sousou Ramez Sousou 06/01/2021 Signature of Reporting Person Date Ascension Health Alliance By: /s/ Anthony J. Speranzo Name: Anthony J. Speranzo Title: President and Chief Executive Officer, Ascension Capital, LLC (authorized signatory) 06/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended (the "Exchange Act") to report the transaction in respect of Common Stock, par value $0.01 per share (the "Common Stock") that TCP-ASC ACHI Series LLLP (the "Partnership"), TCP-ASC GP, LLC (the "Partnership GP"), TI IV ACHI Holdings GP, LLC (the "Aggregator GP"), TI IV ACHI Holdings, LP (the "Aggregator"), TowerBrook Investors Ltd. ("TowerBrook"), Neal Moszkowski, Ramez Sousou, and Ascension Health Alliance d/b/a Ascension ("Ascension") (together, the "Reporting Persons") may be deemed to have beneficially owned and to report beneficial ownership of shares of Common Stock that the Reporting Persons may be deemed to have acquired and disposed as a result of exercising the Warrant (as defined below) and the Offering (as defined below). ( 2 )The Partnership is a Delaware series limited liability limited partnership that was formed to effect the purchase (the "Purchase") of the Issuer's securities, including 200,000 shares of 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), in connection with that certain Securities Purchase Agreement, dated as of December 7, 2015, by and among the Issuer, the Partnership and Ascension (the "Purchase Agreement"). The sole general partner of the Partnership is the Partnership GP, and the limited partners of the Partnership are the Aggregator and Ascension. The Partnership GP is a Delaware limited liability company that was formed to effect the Purchase. The members of the Partnership GP are the Aggregator and Ascension. ( 3 )The Aggregator is a Delaware limited partnership that was formed to effect the Purchase. The sole general partner of the Aggregator is the Aggregator GP, and the limited partners of the Aggregator are TowerBrook Investors IV (Onshore), L.P., TowerBrook Investors IV (OS), L.P., TowerBrook Investors IV Executive Fund, L.P., TowerBrook Investors IV (892), L.P. and TowerBrook Investors Team Daybreak, L.P. The Aggregator GP is a Delaware limited liability company that was formed to effect the Purchase. The sole member of the Aggregator GP is TowerBrook. TowerBrook is a Cayman Islands corporation and its principal business is to serve as the general partner or member of various affiliates of investment funds managed or advised by TowerBrook Capital Partners L.P. The directors and joint controlling shareholders of TowerBrook are Neal Moszkowski, a U.S. citizen, and Ramez Sousou, a U.K. citizen. Ascension is a Missouri not-for-profit corporation. ( 4 )The reported securities may be deemed to be owned directly by the Partnership, and indirectly by the Partnership GP, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski, Ramez Sousou and Ascension. As permitted by Rule 16a-1(a)(4), the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement. ( 5 )Pursuant to that certain Limited Liability Limited Partnership Agreement of the Partnership, dated as of December 7, 2015, by and between the Partnership GP, the Aggregator and Ascension (the "Partnership Agreement"), the board of directors of the Partnership established a series of partnership interests to hold the securities allocable to the Aggregator under the Partnership Agreement ("Series TB") and a series of partnership interests to hold the securities allocable to Ascension under the Partnership Agreement ("Series AS"). ( 6 )On May 27, 2021, the Partnership exercised a warrant to purchase 16,912,646 shares of the Common St ock for $3.50 per share, pursuant to that certain Warrant No. 1 dated February 16, 2016 (the "Warrant"). The reporting person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 2,412,646 shares of Common Stock underlying the Warrant to satisfy the exercise price and issuing to the reporting person the remaining 14,500,000 shares of Common Stock. The Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of 19,389,309 shares of Common Stock issuable upon exercise of the Warrant held by Series AS, whereas Ascension disclaims beneficial ownership of 23,698,045 shares of Common Stock issuable upon exercise of the Warrant held by Series TB. ( 7 )On June 1, 2021, the Partnership consummated the sale of an aggregate of 14,500,000 shares of the Common Stock at $21.825 per share pursuant to an underwriting agreement dated May 26, 2021 in connection with a registered public offering (the "Offering").

Remarks: For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization by virtue of their contractual right to appoint directors to the board of directors of the Issuer. As a result, the "Director" box is marked in Item 5 of this Form 4.

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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