SEC Form 4 · accession 0001209191-17-023742
Evolent Health, Inc. · EVH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
ADVISORY BOARD CO
10% Owner
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 7:34 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 Stock, par value $0.01 per shareF1,F2 | Mar 28, 2017 | C | 2,118,078 | — | A | 6,246,245 | D | |
| Class A Common Stock, par value $0.01 per shareF3 | Mar 28, 2017 | S | 2,118,078 | $19.53 | D | 4,128,167 | D |
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,F4 | — | Mar 28, 2017 | C | 2,118,078 | D | — | — | Class A Common Stock | 2,118,078 | 3,090,610 | D |
Explanation of responses
- F1Pursuant 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"), The Advisory Board Company has exchanged a portion of its Class B Units (along with a corresponding number of its Class B Shares) for Class A Shares 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 amount the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members.
- F2On March 28, 2017, The Advisory Board Company exchanged 2,118,078 Class B Units (along with 2,118,078 Class B Shares) for 2,118,078 Class A Shares.
- F3The price represents the public offering price of $21.25 per share of Class A Common Stock (the "Class A Shares") of Evolent Health, Inc. ("the Issuer") less the underwriters' discount of $1.72 per Class A Share.
- F4The Advisory Board Company holds an aggregate of 3,090,610 Class B Common Units (the "Class B Units") of Evolent Health LLC and 3,090,610 shares of Class B Common Stock (the "Class B Shares") of the Issuer.