101 S. Hanley Road, Suite 450
St. Louis, MO 63105
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
The information required on the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be
subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No.
00438V103
|
1.
|
|
NAMES OF REPORTING PERSONS
TCP-ASC ACHI Series LLLP
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x
(b)
¨
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
147,460,000 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
147,460,000 (1)
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 147,460,000 (1)
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 58.2% (1) (2)
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
(1) Consists of 87,460,000 shares of Common Stock issuable
upon conversion of 218,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common
Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and
the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016).
The remaining 18,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting
Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.
(2) For purposes of calculating beneficial ownership of
the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 105,957,743 shares of Common Stock
outstanding as of February 24, 2017 as reported by the Issuer in its annual report on Form 10-K filed with the SEC on March 1,
2017 and (2) 147,460,000 shares of Common Stock (see Note 1).
CUSIP No.
00438V103
|
1.
|
|
NAMES OF REPORTING PERSONS
TCP-ASC GP, LLC
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x
(b)
¨
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
147,460,000 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
147,460,000 (1)
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 147,460,000 (1)
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 58.2% (1) (2)
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
(1) Consists of 87,460,000 shares of Common Stock issuable
upon conversion of 218,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common
Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and
the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016).
The remaining 18,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting
Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.
(2) For purposes of calculating beneficial ownership of
the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 105,957,743 shares of Common Stock
outstanding as of February 24, 2017 as reported by the Issuer in its annual report on Form 10-K filed with the SEC on March 1,
2017 and (2) 147,460,000 shares of Common Stock (see Note 1).
CUSIP No.
00438V103
|
1.
|
|
NAMES OF REPORTING PERSONS
TI IV ACHI Holdings GP, LLC
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x
(b)
¨
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
147,460,000 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
147,460,000 (1)
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 147,460,000 (1) (3)
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 58.2% (1) (2)
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
(1) Consists of 87,460,000 shares of Common Stock issuable
upon conversion of 218,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common
Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and
the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016).
The remaining 18,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting
Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.
(2) For purposes of calculating beneficial ownership of
the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 105,957,743 shares of Common Stock
outstanding as of February 24, 2017 as reported by the Issuer in its annual report on Form 10-K filed with the SEC on March 1,
2017 and (2) 147,460,000 shares of Common Stock (see Note 1).
(3) TI IV ACHI Holdings GP, LLC disclaims beneficial ownership
of 66,357,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).
CUSIP No.
00438V103
|
1.
|
|
NAMES OF REPORTING PERSONS
TI IV ACHI Holdings, LP
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x
(b)
¨
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
147,460,000 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
147,460,000 (1)
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 147,460,000 (1) (3)
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 58.2% (1) (2)
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
(1) Consists of 87,460,000 shares of Common Stock issuable
upon conversion of 218,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common
Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and
the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016).
The remaining 18,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting
Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.
(2) For purposes of calculating beneficial ownership of
the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 105,957,743 shares of Common Stock
outstanding as of February 24, 2017 as reported by the Issuer in its annual report on Form 10-K filed with the SEC on March 1,
2017 and (2) 147,460,000 shares of Common Stock (see Note 1).
(3) TI IV ACHI Holdings, LP disclaims beneficial ownership of
66,357,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).
CUSIP No.
00438V103
|
1.
|
|
NAMES OF REPORTING PERSONS
TowerBrook Investors Ltd.
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x
(b)
¨
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
147,460,000 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
147,460,000 (1)
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 147,460,000 (1) (3)
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 58.2% (1) (2)
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
(1) Consists of 87,460,000 shares of Common Stock issuable
upon conversion of 218,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common
Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and
the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016).
The remaining 18,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting
Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.
(2) For purposes of calculating beneficial ownership of
the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 105,957,743 shares of Common Stock
outstanding as of February 24, 2017 as reported by the Issuer in its annual report on Form 10-K filed with the SEC on March 1,
2017 and (2) 147,460,000 shares of Common Stock (see Note 1).
(3) TowerBrook Investors Ltd. disclaims beneficial ownership
of 66,357,000 shares of Common Stock held directly by Series AS (as defined in Item 6 herein).
CUSIP No.
00438V103
|
1.
|
|
NAMES OF REPORTING PERSONS
Neal Moszkowski
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x
(b)
¨
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
147,460,000 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
147,460,000 (1)
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 147,460,000 (1) (3)
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 58.2% (1) (2)
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
(1) Consists of 87,460,000 shares of Common Stock issuable
upon conversion of 218,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common
Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and
the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016).
The remaining 18,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting
Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.
(2) For purposes of calculating beneficial ownership of
the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 105,957,743 shares of Common Stock
outstanding as of February 24, 2017 as reported by the Issuer in its annual report on Form 10-K filed with the SEC on March 1,
2017 and (2) 147,460,000 shares of Common Stock (see Note 1).
(3) Neal Moszkowski disclaims beneficial ownership of 66,357,000
shares of Common Stock held directly by Series AS (as defined in Item 6 herein).
CUSIP No.
00438V103
|
1.
|
|
NAMES OF REPORTING PERSONS
Ramez Sousou
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x
(b)
¨
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.K.
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
147,460,000 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
147,460,000 (1)
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 147,460,000 (1) (3)
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 58.2% (1) (2)
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
(1) Consists of 87,460,000 shares of Common Stock issuable
upon conversion of 218,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common
Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and
the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016).
The remaining 18,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting
Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.
(2) For purposes of calculating beneficial ownership of
the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 105,957,743 shares of Common Stock
outstanding as of February 24, 2017 as reported by the Issuer in its annual report on Form 10-K filed with the SEC on March 1,
2017 and (2) 147,460,000 shares of Common Stock (see Note 1).
(3) Ramez Sousou disclaims beneficial ownership of 66,357,000
shares of Common Stock held directly by Series AS (as defined in Item 6 herein).
CUSIP No.
00438V103
|
1.
|
|
NAMES OF REPORTING PERSONS
ASCENSION HEALTH ALLIANCE
|
|
|
|
2.
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
x
(b)
¨
|
|
|
|
3.
|
|
SEC USE ONLY
|
|
|
|
4.
|
|
SOURCE OF FUNDS (see instructions)
OO
|
|
|
|
5.
|
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
¨
|
|
|
|
6.
|
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
|
SOLE VOTING POWER
0
|
|
|
8.
|
|
SHARED VOTING POWER
147,460,000 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
147,460,000 (1)
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 147,460,000 (1) (3)
|
|
12.
|
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
¨
|
|
13.
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Common Stock: 58.2% (1) (2)
|
|
14.
|
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
(1) Consists of 87,460,000 shares of Common Stock issuable
upon conversion of 218,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and 60,000,000 shares of Common
Stock issuable upon exercise of the Warrant. 200,000 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock and
the Warrant were issued by the Issuer to the Reporting Persons upon Closing of the Purchase (which occurred on February 16, 2016).
The remaining 18,650 shares of the Issuer’s 8.00% Series A Convertible Preferred Stock were issued by the Issuer to the Reporting
Persons as a payment-in-kind dividends pursuant to the Series A CoD. See Items 2 and 6.
(2) For purposes of calculating beneficial ownership of
the Reporting Person, the total number of shares of Common Stock outstanding is based on (1) 105,957,743 shares of Common Stock
outstanding as of February 24, 2017 as reported by the Issuer in its annual report on Form 10-K filed with the SEC on March 1,
2017 and (2) 147,460,000 shares of Common Stock (see Note 1).
(3) Ascension Health Alliance disclaims beneficial ownership
of 81,103,000 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).
This Amendment No.
3 to Schedule 13D (this “Amendment No. 3”) amends and supplements the statement on Schedule 13D jointly filed by TCP-ASC
ACHI Series LLLP (the “Partnership”), TCP-ASC GP, LLC , TI IV ACHI Holdings GP, LLC, TI IV ACHI Holdings, LP, TowerBrook
Investors Ltd., Neal Moszkowski, Ramez Sousou and Ascension Health Alliance d/b/a Ascension (together, the “Reporting Persons”)
with the Securities Exchange Commission (the “Commission”) on February 16, 2016, as amended on July 11, 2016 and September
9, 2016 (as it may be amended from time to time, this “Statement”), relating to the common stock, $0.01 par value per
share (the “Common Stock”), of R1 RCM Inc. (the “Issuer”), formerly known as Accretive Health, Inc.. Initially
capitalized terms used in this Amendment No. 3 that are not otherwise defined herein shall have the same meanings attributed to
them in the Statement. Except as expressly provided herein, all Items of the Statement remain unchanged.
ITEM 3. Source or Amount of Funds or Other Consideration.
The second and third paragraphs of Item
3 of this Schedule 13D are hereby amended and restated in its entirety as follows:
Each Reporting Person
may be deemed to have acquired beneficial ownership of 140,000,000 shares of Common Stock reported on this Statement on February
16, 2016 pursuant to the Purchase Agreement. The funding for the Purchase was obtained from the Aggregator from the contributed
capital of the investment funds managed or advised by TowerBrook Capital Partners L.P. The funding for the Purchase was obtained
from Ascension from available cash.
Each Reporting Person
may be deemed to have acquired beneficial ownership of the remaining 7,460,000 shares of Common Stock reported on this Statement
pursuant to (i) a payment-in-kind dividend of 4,040 shares of Series A Common Stock on the 200,000 shares of Series A Preferred
Stock it acquired under the Purchase Agreement (the “July 2016 PIK Dividend”), (ii) a payment-in-kind dividend of 4,120
shares of Series A Preferred Stock on the 204,040 shares of Series A Preferred Stock that it held as of September 30, 2016 as well
as a payment-in-kind dividend of 2,000 shares of Series A Preferred Stock for the period beginning on February 16, 2016 and ending
on March 31, 2016, that was previously accrued and unpaid (the “October 2016 PIK Dividends”), (iii) a payment-in-kind
dividend of 4,203 shares of Series A Common Stock on the 210,160 shares of Series A Preferred Stock that it held as of December
31, 2016 (the “January 2017 PIK Dividend”) and (iv) a payment-in-kind dividend of 4,287 shares of Common Stock on the
214,363 shares of Series A Preferred Stock that it held as of March 31, 2017 (the “April 2017 PIK Dividend”). The July
2016 PIK Dividend, October 2016 PIK Dividends, January 2017 PIK Dividend and April 2017 PIK Dividend were paid by the Issuer on
July 8, 2016, October 1, 2016, January 3, 2017 and April 3, 2017, respectively, in each case pursuant to the Series A CoD.
ITEM 5. Interest in Securities of the Issuer.
Sections (a) and (b) of Item 5 are hereby amended and restated
in their entirety as follows:
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(a)
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In the aggregate, the Reporting Persons may be deemed to beneficially own, as of the date hereof,
an aggregate of 147,460,000 shares of Common Stock, including 60,000,000 shares of Common Stock that may be issued upon the exercise
of the Warrant.
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(b)
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Each Reporting Person, as a member of a “group” with the other Reporting Persons for
the purposes of Section 13(d)(3) of the Exchange Act, may be deemed to have shared voting, disposition and investment power with
respect to the 147,460,000 shares of Common Stock issuable upon the conversion of 218,650 shares of Series A Preferred Stock and
the exercise of the Warrant. Each of TI IV ACHI Holdings GP, LLC, TCP-ASC ACHI Holdings, LP, TowerBrook Investors Ltd., Neal Moszkowski
and Ramez Sousou disclaims beneficial ownership of 66,357,000 shares of Common Stock held directly by Series AS (as defined in
Item 6 herein). Ascension disclaims beneficial ownership of 81,103,000 shares of Common Stock held directly by Series TB (as defined
in Item 6 herein).
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SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Date: April 6, 2017
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TCP-ASC ACHI SERIES LLLP
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By:
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TCP-ASC GP, LLC, its General Partner
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By:
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/s/ Glenn F. Miller
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Name: Glenn F. Miller
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Title: Vice President
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TCP-ASC GP, LLC
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By:
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/s/ Glenn F. Miller
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Name: Glenn F. Miller
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Title: Vice President
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TI IV ACHI Holdings GP, LLC
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By:
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/s/ Glenn F. Miller
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Name: Glenn F. Miller
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Title: Vice President
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TI IV ACHI HOLDINGS, LP
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By:
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TI IV ACHI Holdings GP, LLC, its General Partner
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By:
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/s/ Glenn F. Miller
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Name: Glenn F. Miller
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Title: Vice President
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[
Signature Page
to 13D Amendment
]
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TOWERBROOK INVESTORS LTD.
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By:
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/s/ Neal Moszkowski
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Name: Neal Moszkowski
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Title: Director
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NEAL MOSZKOWSKI
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/s/ Neal Moszkowski
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Neal Moszkowski
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RAMEZ SOUSOU
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/s/ Ramez Sousou
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Ramez Sousou
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ASCENSION HEALTH ALLIANCE
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By:
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/s/ Anthony J. Speranzo
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Name: Anthony J. Speranzo
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Title: Executive Vice President & Chief Financial Officer
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[
Signature Page
to 13D Amendment
]