Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K /A
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2017
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R1 RCM Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware | 001-34746 | 02-0698101 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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401 North Michigan Avenue, Suite 2700, Chicago, Illinois | 60611 |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 324-7820
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note:
This Form 8-K/A is being filed as an amendment ("Amendment No. 1") to the Current Report on Form 8-K filed by R1 RCM Inc. (the "Company") with the Securities and Exchange Commission on December 22, 2017 (the "Original Filing"). The Original Filing inadvertently reported the maximum number of performance-based restricted stock unit awards (“PBRSUs”) available to be achieved by the Company’s chief executive officer and chief financial officer and the chairman of the Company’s Board of Directors rather than the target number of PBRSUs actually awarded to such persons. The corrected PBRSU target amounts are set forth opposite their names in the table below. The Company is filing this Amendment No. 1 to correct such inadvertent error.
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Name | Title | PBRSU Corrected Target Award |
Joseph Flanagan | Chief Executive Officer and President | 737,604 |
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Christopher Ricaurte | Chief Financial Officer and Treasurer | 276,603 |
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Steven Shulman | Chairman of the Board of Directors | 737,604 |
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The PBRSU award agreements filed as exhibits to the Original Filing have been amended and restated to correct the inadvertent error described herein and such amended and restated award agreements are filed as exhibits hereto. The information contained in Item 5.02 of the Original Filing is incorporated herein by reference.
The foregoing description is qualified in its entirety by reference to the applicable PBRSU award agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, hereto and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description |
10.1* | Amended and Restated Grant of Performance Based Awards pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan to Joseph Flanagan |
10.2* | Amended and Restated Grant of Performance Based Awards pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan to Christopher Ricaurte |
10.3* | Amended and Restated Grant of Performance Based Awards pursuant to the R1 RCM Inc. Second Amended and Restated 2010 Stock Incentive Plan to Steven Shulman |
*Management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | January 18, 2018 | | |
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| | R1 RCM Inc. |
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| | By: | /s/ Christopher S. Ricaurte |
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| | | Christopher S. Ricaurte |
| | | Chief Financial Officer and Treasurer |
INDEX TO EXHIBITS
(d) Exhibits.
*Management contract or compensatory plan or arrangement.