SEC Form 4 · accession 0000903423-17-000376
Evolent Health, Inc. · EVH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
David Bonderman
10% Owner · Other
James G Coulter
10% Owner · Other
TPG Growth II Advisors, Inc.
10% Owner · Other
Period of report
May 19, 2017
Accepted (ET)
May 23, 2017 · 4:55 pm EDT
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 StockF2,F3,F4,F5,F6,F7,F8 | May 19, 2017 | C | 2,606,609 | — | A | 3,861,858 | I | See Explanation of Responses |
| Class A Common StockF4,F5,F6,F7,F8 | May 19, 2017 | S | 3,081,760 | $24.30 | D | 780,098 | I | See Explanation of Responses |
Table II — derivative securities
| 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 StockF1,F2,F3,F5,F6,F7,F8 | — | May 19, 2017 | C | 2,606,609 | D | — | — | Class A Common Stock | 2,606,609 | 4,279,501 | I |
Explanation of responses
- F1TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 4,279,501 Class B Common Units (the "Class B Units") of Evolent Health LLC and 4,279,501 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").
- F2Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of Class A Common Stock (the "Class A Shares") of the Issuer on a one-for-one basis initially, 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 the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.
- F3On May 19, 2017, TPG Eagle exchanged 2,606,609 Class B Units (along with 2,606,609 Class B Shares) for Class A Shares on a one-for-one basis.
- F4TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 780,098 Class A Shares.
- F5David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.
- F6Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.
- F7The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.
- F8Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
(9) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (10) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.