SEC Form 4 · accession 0001472595-18-000012
R1 RCM INC. · RCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joseph Gerard Flanagan
Officer — President and CEO · Director
Period of report
Feb 16, 2018
Accepted (ET)
Feb 16, 2018 · 6:55 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001472595
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 16, 2018 | F | 113,061 | $5.28 | D | 1,184,996 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitsF1,F2,F3,F4,F5 | — | Feb 16, 2018 | A | 245,868 | A | — | — | Common Stock | 245,868 | 245,868 | D |
Explanation of responses
- F1The Performance-Based Restricted Stock Unit ("PBRSU") award is intended to be settled in cash until such time as the share reserve available under the Issuer's Second Amended and Restated 2010 Stock Incentive Plan has been deemed sufficient by the Compensation Committee of the Issuer's Board of Directors to allow for the settlement of the PBRSUs in shares.
- F2Represents a contingent right to receive the Issuer's common stock subject to the determination discussed in footnote 1.
- F3Pursuant to the award agreement, the PBRSUs will be subject to both a time-based vesting condition and a performance-based vesting condition. The time-based vesting condition may be satisfied on the earlier of December 31, 2020 and a qualifying change of control (the "Performance Period"), subject to the Reporting Person not having ceased to perform services with the Issuer. The performance-based vesting condition may be satisfied based upon an average per share price of the Issuer's common stock as defined in the award agreement, measured at the end of the Performance Period.
- F4Vested shares will be delivered within two and one-half months following the end of the calendar year in which or with respect to which both the time-based and performance-based vesting conditions were satisfied subject to the determination discussed in footnote 1.
- F5Amount represents 100% of the target award. The number of shares earned will be based upon the achievement of a performance-based vesting condition and will range from 0% to 350% of the target award.