UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
ACCRETIVE HEALTH, INC.
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)
00438V 103
(CUSIP Number)
DECEMBER 31, 2013
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 00438V 103 | 13G/A | Page 2 of 6 Pages |
| 1. | NAMES OF REPORTING PERSONS:
Ascension Health
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
31-1662309 | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Missouri | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
3,967,145 | ||||
| 6. | SHARED VOTING POWER
| |||||
| 7. | SOLE DISPOSITIVE POWER
3,967,145 | |||||
| 8. | SHARED DISPOSITIVE POWER
| |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,967,145 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.1% | |||||
| 12. | TYPE OF REPORTING PERSON
CO | |||||
| CUSIP No. 00438V 103 | 13G/A | Page 3 of 6 Pages |
| Item 1(a). | Name of Issuer: |
Accretive Health, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Accretive Health, Inc.
401 North Michigan Ave, Suite 2700
Chicago, IL 60611
| Item 2(a). | Name of Person Filing: |
Ascension Health
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
4600 Edmundson Road
St. Louis, MO 63134
| Item 2(c). | Citizenship: |
Ascension Health is organized as a Missouri nonprofit corporation
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.01 par value per share (the “Common Stock”)
| Item 2(e). | CUSIP Number: |
00438V 103
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act; | ||||
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | ||||
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | ||||
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||||
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1 (b)(1)(ii)(G); | ||||
| CUSIP No. 00438V 103 | 13G/A | Page 4 of 6 Pages |
| (h) | ¨ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; | ||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act; | ||||
| (j) | ¨ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); | ||||
| (k) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||||
Not Applicable.
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 3,967,145 shares of Common Stock |
| (b) | Percent of class: 4.1% |
The foregoing percentage is calculated based on the 97,266,838 shares of Common Stock of Accretive Health, Inc. outstanding as of November 1, 2012 as reported in the issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2012.
| (c) | Number of shares as to which such person has: |
| (i) | Sole power to vote or to direct the vote: 3,967,145 |
| (ii) | Shared power to vote or to direct the vote: — 0 — |
| (iii) | Sole power to dispose or to direct the disposition of: 3,967,145 |
| (iv) | Shared power to dispose or to direct the disposition of: —0— |
| Item 5. | Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x. |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| CUSIP No. 00438V 103 | 13G/A | Page 5 of 6 Pages |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certification. |
Not Applicable
| CUSIP No. 00438V 103 | 13G/A | Page 6 of 6 Pages |
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: February 14, 2014
| ASCENSION, On behalf of Ascension Health
|
| as Fiscal Agent and Nominee of certain of its wholly- owned subsidiaries
/s/ Anthony J. Speranzo |
| Anthony J. Speranzo Executive Vice President and Chief Financial Officer |