SEC Form 4 · accession 0001209191-17-034687
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
May 19, 2017
Accepted (ET)
May 23, 2017 · 5:14 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 | May 19, 2017 | C | 1,000,000 | — | A | 5,128,167 | D | |
| Class A Common Stock, par value $0.01 per shareF3 | May 19, 2017 | S | 1,000,000 | $24.30 | 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 | — | May 19, 2017 | C | 1,000,000 | D | — | — | Class A Common Stock | 1,000,000 | 1,772,898 | D |
Explanation of responses
- F1Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015, by and among Evolent Health, Inc (the "Issuer"), 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"), The Advisory Board Company has exchanged a portion of its Class B Units (along with a corresponding number of its Class B Common Stock, or the "Class B Shares" of the Issuer) for 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.
- F2On May 19, 2017, The Advisory Board Company exchanged 1,000,000 Class B Units (along with 1,000,000 Class B Shares) for 1,000,000 Class A Shares.
- F3The price represents the public offering price of $24.65 per share of Class A Shares of the Issuer less the underwriters' discount of $0.35 per Class A Share.
- F4The Advisory Board Company holds an aggregate of 1,772,898 Class B Units of Evolent Health, LLC and 1,772,898 shares of Class B Shares of the Issuer.