SEC Form 4 · accession 0000899243-18-006359

Evolent Health, Inc. · EVH

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Director · Other

Period of report

Mar 1, 2018

Accepted (ET)

Mar 5, 2018 · 4:57 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001628908

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock, par value $0.01 per share^F1	Mar 1, 2018	S	3,040,000	$13.70	D	1,088,167	I	See footnote
Class A Common Stock, par value $0.01 per share^F2,F3,F1	Mar 5, 2018	C	1,772,898	—	A	2,861,065	I	See footnote

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Units and Class B Common Stock^F2,F3,F1	—	Mar 5, 2018	C	1,772,898	D	—	—	Class A Common Stock	1,772,898	0	I

F1The Advisory Board Company, a Delaware corporation ("ABCO"), is the record and direct beneficial owner of the Class A Common Stock of Evolent Health, Inc. (including the Class A Common Stock issued upon the exchange of the Class B Units owned directly by ABCO). ABCO is a direct, wholly-owned subsidiary of OptumInsight, Inc., a Delaware corporation ("OptumInsight"), which is an indirect, wholly owned subsidiary of UnitedHealth Group Incorporated, a Delaware corporation ("UNH"). UNH and OptumInsight may be deemed to beneficially own the securities beneficially owned by ABCO.
F2Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015, by and among Evolent Health, Inc., Evolent Health, LLC and the holders from time to time of Class B Common Units (the "Class B Units") of Evolent Health, LLC listed in Exhibit A thereto (the "Exchange Agreement"), ABCO may exchange its Class B Units (along with a corresponding number of its Class B Common Stock) for Class A Common Stock of Evolent Health, Inc. on a one-for-one basis, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among Evolent Health, Inc., ABCO and the other members party thereto.
F3On March 5, 2018, The Advisory Board Company exchanged 1,772,898 Class B Units (along with 1,772,898 Class B Shares) for 1,772,898 shares of Class A Common Stock.