SEC Form 4 · accession 0001628280-18-007451
R1 RCM INC. · RCM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary Steven Long
Officer — Chief Commercial Officer
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 7:09 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001472595
Table I — non-derivative securities
No Table I lines on this filing.
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 | — | May 29, 2018 | A | 57,214 | A | — | — | Common Stock | 57,214 | 57,214 | D |
Explanation of responses
- F1Represents a contingent right to receive the Issuer's common stock.
- F2Pursuant 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 for 75% of the PBRSUs may be satisfied on the earlier of December 31, 2020 and a qualifying change of control (the "Performance Measurement Date"), subject to the recipient not having ceased to perform services with the Issuer, and the time-based vesting condition for the remaining 25% of the PBRSUs may be satisfied on the earlier of December 31, 2021 and a qualifying change of control. 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 Performance Measurement Date.
- F3Vested 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.
- F4Amount 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 150% of the target award.