| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| holding | RCM | Common Stock | 125M | Jun 21, 2022 | See Notes | F1, F2, F3, F4 | |||||
| holding | RCM | Common Stock | 11.1M | Jun 21, 2022 | See Notes | F1, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | On January 9, 2022, CoyCo 1, L.P. ("CoyCo 1") and CoyCo 2, L.P. ("CoyCo 2") entered into a Transaction Agreement and Plan of Merger (the "Transaction Agreement") with the R1 RCM Inc. (the "Issuer"), its then-parent, Project Roadrunner Merger Sub Inc., a wholly owned subsidiary of the Issuer ("R1 Merger Sub") and other parties named therein, pursuant to which CoyCo 1 and CoyCo 2 contributed 100% of the equity of a blocker parent of their subsidiaries, which included Cloudmed, to the Issuer in exchange for 135,929,742 shares of common stock of the Issuer (the "Acquisition"). The Acquisition closed on June 21, 2022 (the "Closing"). |
| F2 | Held directly by CoyCo 1. |
| F3 | CoyCo GP, L.L.C. ("CoyCo GP") is the general partner of each of CoyCo 1 and CoyCo 2. New Mountain Partners V (AIV-D), L.P. ("AIV-D") is the manager of CoyCo GP. New Mountain Investments V, L.L.C. ("Investments V") has decision-making power over the disposition and voting of securities of portfolio investments of AIV-D. New Mountain Capital, L.L.C. ("New Mountain Capital") also has voting power over the securities of portfolio investments of AIV-D. New Mountain Capital Group, L.P. ("New Mountain Capital Group") is the managing member of New Mountain Capital. NM Holdings GP, L.L.C. ("NM Holdings GP") is the general partner of New Mountain Capital Group. Steven B. Klinsky is the managing member of New Mountain Investments V and managing member of NM Holdings GP. |
| F4 | Because of their relationships, each of Mr. Klinsky, CoyCo GP, AIV-D, New Mountain Investments V, New Mountain Capital, New Mountain Capital Group, and NM Holdings GP may be deemed to beneficially own the Common Shares held by CoyCo 1 and CoyCo 2. Each of Mr. Klinsky, CoyCo GP, AIV-D, New Mountain Investments V, New Mountain Capital, New Mountain Capital Group, and NM Holdings GP expressly disclaim beneficial ownership over the securities held by CoyCo 1 and CoyCo 2 except to the extent of their pecuniary interest therein. |
| F5 | Held directly by CoyCo 2. |
Subsequent to the Closing, Matthew Holt, Jeremy Delinsky and Kyle Armbrester were appointed to the board of directors of R1 RCM Inc. (the "Issuer") pursuant to an Investor Rights Agreement between CoyCo 1, CoyCo 2 and the Issuer. As such, the Reporting Persons may currently be deemed to be "directors by deputization" of the Issuer.