Sec Form 4 Filing - HENNEMAN JOHN B III @ R1 RCM Inc. /DE - 2022-06-21

Insider filing report for Changes in Beneficial Ownership
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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
HENNEMAN JOHN B III
2. Issuer Name and Ticker or Trading Symbol
R1 RCM Inc. /DE [ RCM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O R1 RCM INC., 434 W. ASCENSION WAY, 6TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/21/2022
(Street)
MURRAY, UT84123
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 06/21/2022 A 60,790 A 60,790( 3 ) 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
Director Stock Option (right to buy) $ 2.61 06/21/2022 A 405,111( 2 ) ( 4 ) 02/22/2026 Common Stock 405,111 ( 2 ) 405,111 D
Director Stock Option (right to buy) $ 2.53 06/21/2022 A 12,048( 2 ) ( 5 ) 04/01/2026 Common Stock 12,048 ( 2 ) 12,048 D
Director Stock Option (right to buy) $ 2 06/21/2022 A 15,385( 2 ) ( 5 ) 07/01/2026 Common Stock 15,385 ( 2 ) 15,385 D
Director Stock Option (right to buy) $ 2.42 06/21/2022 A 13,762( 2 ) ( 5 ) 10/03/2026 Common Stock 13,762 ( 2 ) 13,762 D
Director Stock Option (right to buy) $ 2.29 06/21/2022 A 14,098( 2 ) ( 5 ) 01/03/2027 Common Stock 14,098 ( 2 ) 14,098 D
Director Stock Option (right to buy) $ 3.08 06/21/2022 A 10,512( 2 ) ( 5 ) 04/03/2027 Common Stock 10,512 ( 2 ) 10,512 D
Director Stock Option (right to buy) $ 3.55 06/21/2022 A 9,678( 2 ) ( 5 ) 07/03/2027 Common Stock 9,678 ( 2 ) 9,678 D
Director Stock Option (right to buy) $ 3.76 06/21/2022 A 9,169( 2 ) ( 5 ) 10/02/2027 Common Stock 9,169 ( 2 ) 9,169 D
Director Stock Option (right to buy) $ 4.43 06/21/2022 A 7,697( 2 ) ( 5 ) 01/02/2028 Common Stock 7,697 ( 2 ) 7,697 D
Director Stock Option (right to buy) $ 7.07 06/21/2022 A 4,770( 2 ) ( 5 ) 04/02/2028 Common Stock 4,770 ( 2 ) 4,770 D
Director Stock Option (right to buy) $ 8.65 06/21/2022 A 3,871( 2 ) ( 5 ) 07/02/2028 Common Stock 3,871 ( 2 ) 3,871 D
Director Stock Option (right to buy) $ 10.01 06/21/2022 A 3,319( 2 ) ( 5 ) 10/01/2028 Common Stock 3,319 ( 2 ) 3,319 D
Director Stock Option (right to buy) $ 7.89 06/21/2022 A 4,285( 2 ) ( 5 ) 01/02/2029 Common Stock 4,285 ( 2 ) 4,285 D
Director Stock Option (right to buy) $ 9.57 06/21/2022 A 3,684( 2 ) ( 5 ) 04/01/2029 Common Stock 3,684 ( 2 ) 3,684 D
Director Stock Option (right to buy) $ 12.65 06/21/2022 A 2,846( 2 ) ( 5 ) 07/01/2029 Common Stock 2,846 ( 2 ) 2,846 D
Director Stock Option (right to buy) $ 9.05 06/21/2022 A 4,025( 2 ) ( 5 ) 10/01/2029 Common Stock 4,025 ( 2 ) 4,025 D
Director Stock Option (right to buy) $ 12.69 06/21/2022 A 2,851( 2 ) ( 5 ) 01/02/2030 Common Stock 2,851 ( 2 ) 2,851 D
Director Stock Option (right to buy) $ 8.41 06/21/2022 A 4,542( 2 ) ( 5 ) 04/01/2030 Common Stock 4,542 ( 2 ) 4,542 D
Director Stock Option (right to buy) $ 10.75 06/21/2022 A 30,813( 2 ) ( 4 ) 05/28/2030 Common Stock 30,813 ( 2 ) 30,813 D
Director Stock Option (right to buy) $ 11.78 06/21/2022 A 3,249( 2 ) ( 5 ) 07/01/2030 Common Stock 3,249 ( 2 ) 3,249 D
Director Stock Option (right to buy) $ 17.54 06/21/2022 A 2,186( 2 ) ( 5 ) 10/01/2030 Common Stock 2,186 ( 2 ) 2,186 D
Director Stock Option (right to buy) $ 23.49 06/21/2022 A 1,625( 2 ) ( 5 ) 01/04/2031 Common Stock 1,625 ( 2 ) 1,625 D
Director Stock Option (right to buy) $ 24.98 06/21/2022 A 1,490( 2 ) ( 5 ) 04/01/2031 Common Stock 1,490 ( 2 ) 1,490 D
Director Stock Option (right to buy) $ 22.46 06/21/2022 A 1,660( 2 ) ( 6 ) 07/01/2031 Common Stock 1,660 ( 2 ) 1,660 D
Director Stock Option (right to buy) $ 22.57 06/21/2022 A 1,649( 2 ) ( 7 ) 10/01/2031 Common Stock 1,649 ( 2 ) 1,649 D
Director Stock Option (right to buy) $ 25.7 06/21/2022 A 1,424( 2 ) ( 8 ) 01/03/2032 Common Stock 1,424 ( 2 ) 1,424 D
Director Stock Option (right to buy) $ 26.69 06/21/2022 A 1,965( 2 ) ( 9 ) 04/01/2032 Common Stock 1,965 ( 2 ) 1,965 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HENNEMAN JOHN B III
C/O R1 RCM INC.
434 W. ASCENSION WAY, 6TH FLOOR
MURRAY, UT84123
X
Signatures
/s/ E. Terry Platis, Attorney-in-Fact 06/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On June 21, 2022, pursuant to the Transaction Agreement and Plan of Merger, dated as of January 9, 2022, by and among R1 RCM Holdco Inc. (f/k/a R1 RCM Inc.) ("Old R1"), R1 RCM Inc. (f/k/a Project Roadrunner Parent Inc.) (the "Company"), Project Roadrunner Merger Sub Inc. ("R1 Merger Sub"), CoyCo 1, L.P., CoyCo 2, L.P. and certain other parties, R1 Merger Sub was merged with and into Old R1, with Old R1 surviving as a direct, wholly owned subsidiary of the Company (the "Reorganization").
( 2 )Upon consummation of the Reorganization, each share of Old R1's common stock issued and outstanding immediately prior to the Reorganization was automatically exchanged into an equivalent corresponding share of common stock of the Company and Old R1's stockholders became stockholders of the Company. In addition, each restricted stock unit ("RSU") and option to purchase shares of common stock of Old R1 issued and outstanding immediately prior to the Reorganization was automatically exchanged into an equivalent corresponding RSU or option to purchase shares of common stock of the Company, subject to the same terms and conditions (including applicable vesting terms) as were applicable to RSUs or options to purchase shares immediately prior to the consummation of the Reorganization.
( 3 )Includes 54,751 shares of common stock and 6,039 RSUs. Each RSU represents a contingent right to receive one share of the Company's common stock.
( 4 )Option was granted under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.
( 5 )Option was granted in lieu of retainer fees of $15,000 under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option is fully vested.
( 6 )Option was granted in lieu of retainer fees of $15,000 under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option will vest in one installment on July 1, 2022.
( 7 )Option was granted in lieu of retainer fees of $15,000 under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option will vest in one installment on October 1, 2022.
( 8 )Option was granted in lieu of retainer fees of $15,000 under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option will vest in one installment on January 3, 2023.
( 9 )Option was granted in lieu of retainer fees of $22,500 under a stock incentive plan, in a transaction exempt under Rule 16(b)-3. The option will vest in one installment on April 1, 2023.

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