Sec Form 4 Filing - Evans Richard B. Jr. @ R1 RCM INC. - 2020-12-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Evans Richard B. Jr. 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) Principal Accounting Officer (Last) (First) (Middle) C/O R1 RCM INC., 401 N. MICHIGAN AVE, SUITE 2700 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2020 (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 12/22/2020 M( 1 ) 17,743 ( 2 ) A $ 0 73,862 ( 2 ) D Common Stock 12/22/2020 M( 1 ) 185,956 A $ 0 259,818 D Common Stock 12/22/2020 F 88,275 D $ 23.43 171,543 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 Performance-Based Restricted Stock Units ( 3 ) 12/22/2020 M 17,743 ( 4 ) ( 4 ) Common Stock 17,743 ( 4 ) $ 0 0 D Performance-Based Restricted Stock Units ( 3 ) 12/22/2020 M 185,956 ( 5 ) ( 5 ) Common Stock 185,956 ( 5 ) $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Evans Richard B. Jr. C/O R1 RCM INC. 401 N. MICHIGAN AVE, SUITE 2700 CHICAGO, IL60611 Principal Accounting Officer Signatures /s/ E. Terry Platis, Attorney-in-Fact 12/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock received upon settlement of performance-based restricted stock units ("PBRSUs"). ( 2 )25% of the amount represents shares earned upon settlement of the PBRSUs, which remain subject to continued service by the reporting person through December 31, 2021. Refer to footnote 4 for further details. ( 3 )Represents a contingent right to receive the Issuer's common stock. ( 4 )On May 29, 2018, the reporting person was granted PBRSUs that were previously reported on Table II of Form 4 filed on May 31, 2018. Pursuant to the award agreement, the PBRSUs were subject to both a time-based vesting condition and a performance-based vesting condition based on an average per share price of the Issuer's common stock as defined in the award agreement, measured at December 22, 2020. At target, the PBRSUs covered 11,829 shares. Because the average price per share at the end of the performance period exceeded the maximum target of $14.00 per share, the reporting person earned the maximum number of shares, or 150% of the target award. The time-based vesting condition for 75% of the PBRSUs was satisfied on December 22, 2020. The time-based vesting condition for the remaining 25% of the PBRSUs may be satisfied on the earlier of December 31, 2021 and a qualifying change of control. ( 5 )On August 28, 2017, the reporting person was granted PBRSUs that were previously reported on Table II of Form 4 filed on November 21, 2017. Pursuant to the award agreement, the PBRSUs were subject to both a time-based vesting condition and a performance-based vesting condition based upon an average per share price of the Issuer's common stock as defined in the award agreement, measured at December 22, 2020. At target, the PBRSUs covered 92,978 shares. Because the average price per share at the end of the performance period exceeded the maximum target of $9.00 per share, the reporting person earned the maximum number of shares, or 200% of the target award. The time-based vesting condition was fully satisfied on December 22, 2020.

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.