Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
8.00% Series A Convertible Preferred Stock^{F2,F3,F4,F5,F6,F7,F1}	$2.50	Oct 1, 2016	A	6,120	A	—	—	Common Stock, par value $0.01 per share	2,448,000	210,160	D

Explanation of responses

F1The 8.00% Series A Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock") of Accretive Health, Inc. (the "Issuer") is convertible at any time, at the holder's election, and has no expiration date.
F2This Form 4 is being filed jointly pursuant to Rule 16a-1(a)(3) and Rule 16a-3(j) under the Securities Act of 1934, as amended (the "Exchange Act") to report the beneficial ownership of shares of Series A Preferred Stock that TCP-ASC ACHI Series LLLP (the "Partnership"), TCP-ASC GP, LLC (the "Partnership GP"), TI IV ACHI Holdings GP, LLC (the "Aggregator GP"), TI IV ACHI Holdings, LP (the "Aggregator"), TowerBrook Investors Ltd. ("TowerBrook"), Neal Moszkowski, Ramez Sousou, and Ascension Health Alliance d/b/a Ascension ("Ascension") (together, the "Reporting Persons") may be deemed to have acquired as payment-in-kind dividends on October 1, 2016 under the Certificate of Designations of 8.00% Series A Convertible Preferred Stock (the "Certificate of Designations"), dated as of February 16, 2016.
F3The Partnership is a Delaware series limited liability limited partnership that was formed to effect the purchase (the "Purchase") of the Issuer's securities, including 200,000 shares of Series A Preferred Stock, in connection with that certain Securities Purchase Agreement, dated as of December 7, 2015, by and among the Issuer, the Partnership and Ascension (the "Purchase Agreement"). The sole general partner of the Partnership is the Partnership GP, and the limited partners of the Partnership are the Aggregator and Ascension. The Partnership GP is a Delaware limited liability company that was formed to effect the Purchase. The members of the Partnership GP are the Aggregator and Ascension. (cont'd)
F4(cont'd) The Aggregator is a Delaware limited partnership that was formed to effect the Purchase. The sole general partner of the Aggregator is the Aggregator GP, and the limited partners of the Aggregator are TowerBrook Investors IV (Onshore), L.P., TowerBrook Investors IV (OS), L.P., TowerBrook Investors IV Executive Fund, L.P., TowerBrook Investors IV (892), L.P. and TowerBrook Investors Team Daybreak, L.P. The Aggregator GP is a Delaware limited liability company that was formed to effect the Purchase. The sole member of the Aggregator GP is TowerBrook. TowerBrook is a Cayman Islands corporation and its principal business is to serve as the general partner or member of various affiliates of investment funds managed or advised by TowerBrook Capital Partners L.P. The directors and joint controlling shareholders of TowerBrook are Neal Moszkowski, a U.S. citizen, and Ramez Sousou, a U.K. citizen. Ascension is a Missouri not-for-profit corporation.
F5Pursuant to the Certificate of Designations, on October 1, 2016, the Partnership received 4,120 shares of Series A Preferred Stock from the Issuer as a payment-in-kind dividend for the period beginning on July 1, 2016 and ending on September 30, 2016 on the 204,040 shares of Series A Preferred Stock acquired by the Partnership since the Purchase closed on February 16, 2016. Additionally, on October 1, 2016, the Partnership received 2,000 shares of the Series A Preferred Stock from the Issuer as a payment-in-kind dividend for the period beginning on February 16, 2016 and ending on March 31, 2016, that was previously accrued and unpaid. (cont'd)
F6(cont'd) The reported securities may be deemed to be owned directly by the Partnership, and indirectly by the Partnership GP, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski, Ramez Sousou and Ascension. As permitted by Rule 16a-1(a)(4), the filing of this Form 4 shall not be construed as an admission that any of the Reporting Persons are beneficial owners of any of the securities covered by this statement.
F7Pursuant to that certain Limited Liability Limited Partnership Agreement of the Partnership, dated as of December 7, 2015, by and between the Partnership GP, the Aggregator and Ascension (the "Partnership Agreement"), the board of directors of the Partnership established a series of partnership interests to hold the securities allocable to the Aggregator under the Partnership Agreement ("Series TB") and a series of partnership interests to hold the securities allocable to Ascension under the Partnership Agreement ("Series AS"). Accordingly, the Aggregator GP, the Aggregator, TowerBrook, Neal Moszkowski and Ramez Sousou disclaim beneficial ownership of the 2,754 shares of Series A Preferred Stock distributed as payment-in-kind dividends on October 1, 2016 held directly by Series AS, whereas Ascension disclaims beneficial ownership of the 3,366 shares of Series A Preferred Stock distributed as payment-in-kind dividends on October 1, 2016 and held directly by Series TB.