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).
|
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
152,812,800 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
152,812,800 (1)
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 152,812,800 (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: 59.4% (1) (2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
|
|
|
|
|
(1) Consists of 92,812,800 shares of Common Stock issuable
upon conversion of 232,032 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 32,032 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) 104,515,603 shares of Common Stock
outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 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
152,812,800 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
152,812,800 (1)
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 152,812,800 (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: 59.4% (1) (2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
|
|
|
|
|
|
(1) Consists of 92,812,800 shares of Common Stock issuable
upon conversion of 232,032 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 32,032 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) 104,515,603 shares of Common Stock
outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 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
152,812,800(1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
152,812,800 (1)
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 152,812,800 (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: 59.4% (1) (2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
|
|
|
|
|
|
(1) Consists of 92,812,800 shares of Common Stock issuable
upon conversion of 232,032 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 32,032 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) 104,515,603 shares of Common Stock
outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).
(3) TI IV ACHI Holdings GP, LLC disclaims beneficial ownership
of 68,765,760 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
152,812,800 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
152,812,800 (1)
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 152,812,800 (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: 59.4% (1) (2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
PN
|
|
|
|
|
|
|
|
|
|
(1) Consists of 92,812,800 shares of Common Stock issuable
upon conversion of 232,032 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 32,032 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) 104,515,603 shares of Common Stock
outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).
(3) TI IV ACHI Holdings, LP disclaims beneficial ownership of
68,765,760 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
152,812,800 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
152,812,800 (1)
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 152,812,800 (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: 59.4% (1) (2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
OO
|
|
|
|
|
|
|
|
|
|
(1) Consists of 92,812,800 shares of Common Stock issuable
upon conversion of 232,032 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 32,032 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) 104,515,603 shares of Common Stock
outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).
(3) TowerBrook Investors Ltd. disclaims beneficial ownership
of 68,765,760 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
152,812,800 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
152,812,800 (1)
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 152,812,800 (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: 59.4% (1) (2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
|
|
|
|
|
(1) Consists of 92,812,800 shares of Common Stock issuable
upon conversion of 232,032 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 32,032 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) 104,515,603 shares of Common Stock
outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).
(3) Neal Moszkowski disclaims beneficial ownership of 68,765,760
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
152,812,800 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
152,812,800 (1)
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 152,812,800 (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: 59.4% (1) (2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
|
|
|
|
|
|
|
(1) Consists of 92,812,800 shares of Common Stock issuable
upon conversion of 232,032 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 32,032 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) 104,515,603 shares of Common Stock
outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).
(3) Ramez Sousou disclaims beneficial ownership of 68,765,760
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
152,812,800 (1)
|
|
|
9.
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10.
|
|
SHARED DISPOSITIVE POWER
152,812,800 (1)
|
|
|
|
|
|
|
|
|
|
|
|
11.
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Common Stock: 152,812,800 (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: 59.4% (1) (2)
|
|
|
|
14.
|
TYPE OF REPORTING PERSON (see instructions)
CO
|
|
|
|
|
|
|
|
|
|
(1) Consists of 92,812,800 shares of Common Stock issuable
upon conversion of 232,032 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 32,032 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) 104,515,603 shares of Common Stock
outstanding as of October 28, 2017 as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended
September 30, 2017 filed with the SEC on October 31, 2017 and (2) 152,812,800 shares of Common Stock (see Note 1).
(3) Ascension Health Alliance disclaims beneficial ownership
of 84,047,040 shares of Common Stock held directly by Series TB (as defined in Item 6 herein).
This Amendment No.
4 to Schedule 13D (this “Amendment No. 4”) 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, September
9, 2016 and April 3, 2017 (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. 4 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 12,812,800 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”), (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”) (v) a
payment-in-kind dividend of 4,373 shares of Common Stock on the 218,650 shares of Series A Preferred Stock that it held as of June
30, 2017 (the “June 2017 PIK Dividend”), (vi) a payment-in-kind dividend of 4,460 shares of Common Stock on the 223,023
shares of Series A Preferred Stock that it held as of September 30, 2017 (the “September 2017 PIK Dividend”) and (vii)
a payment-in-kind dividend of 4,549 shares of Common Stock on the 227,483 shares of Series A Preferred Stock that it held as of
December 31, 2017 (the “December 2017 PIK Dividend”). The July 2016 PIK Dividend, October 2016 PIK Dividends, January
2017 PIK Dividend, April 2017 PIK Dividend, June 2017 PIK dividend, September 2017 PIK Dividend and December 2017 PIK Dividend
were paid by the Issuer on July 8, 2016, October 1, 2016, January 3, 2017, April 3, 2017, July 3, 2017, October 2, 2017 and January
2, 2018, respectively, in each case pursuant to the Series A CoD.
ITEM 4. Purpose of Transaction.
Item
4 is hereby amended by the addition of the following immediately after the first paragraph thereof:
The Reporting Persons are exploring with
the Issuer the possible provision of debt and equity financing in connection with a potential acquisition by the Issuer. Any such
financing transaction could take any form, and would require appropriate approvals under the Investor Rights Agreement, including
Section 2.4(c). Such discussions may be discontinued or restarted at any time. There can be no assurance as to whether any transaction
will be agreed, the terms of any such transaction, or the timing of definitive documentation or closing, if any, of any such transaction.
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:
|
|
(a)
|
In the aggregate, the Reporting Persons may be deemed to beneficially own, as of the date hereof,
an aggregate of 152,812,800 shares of Common Stock, including 60,000,000 shares of Common Stock that may be issued upon the exercise
of the Warrant.
|
|
|
(b)
|
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 152,812,800 shares of Common Stock issuable upon the conversion of 232,032 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 68,765,760 shares of Common Stock held directly by Series AS (as defined in
Item 6 herein). Ascension disclaims beneficial ownership of 84,047,040 shares of Common Stock held directly by Series TB (as defined
in Item 6 herein).
|
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.
Date: January 3, 2018
TCP-ASC ACHI SERIES LLLP
By: TCP-ASC GP, LLC, its General Partner
By:
/s/ Glenn F. Miller
Name: Glenn F. Miller
Title: Vice President
TCP-ASC GP, LLC
By:
/s/ Glenn F. Miller
Name: Glenn F. Miller
Title: Vice President
TI IV ACHI Holdings GP, LLC
By:
/s/ Glenn F. Miller
Name: Glenn F. Miller
Title: Vice President
TI IV ACHI HOLDINGS, LP
By: TI IV ACHI Holdings GP, LLC, its General Partner
By:
/s/ Glenn F. Miller
Name: Glenn F. Miller
Title: Vice President
[
Signature Page to 13D Amendment
]
TOWERBROOK INVESTORS LTD.
By:
/s/ Neal Moszkowski
Name: Neal Moszkowski
Title: Director
NEAL MOSZKOWSKI
/s/ Neal Moszkowski
Neal Moszkowski
RAMEZ SOUSOU
/s/ Ramez Sousou
Ramez Sousou
ASCENSION HEALTH ALLIANCE
By:
/s/ Anthony J. Speranzo
Name: Anthony J. Speranzo
Title: Executive Vice President & Chief Financial Officer
[
Signature Page to 13D Amendment
]