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Evolent Health, Inc. — Director's Dealing 2017
May 23, 2017
32214_dirs_2017-05-23_1489e65e-9cbc-4d21-ab48-a539d67772ed.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Evolent Health, Inc. (EVH)
CIK: 0001628908
Period of Report: 2017-05-19
Reporting Person: ADVISORY BOARD CO (10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2017-05-19 | Class A Common Stock, par value $0.01 per share | C | 1000000 | — | Acquired | 5128167 | Direct |
| 2017-05-19 | Class A Common Stock, par value $0.01 per share | S | 1000000 | $24.30 | Disposed | 4128167 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2017-05-19 | Class B Units and Class B Common Stock | $ | C | 1000000 | Disposed | Class A Common Stock (1000000) | Direct |
Footnotes
F1: Pursuant 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.
F2: On 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.
F3: The 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.
F4: The 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.