Evolent Health, Inc. — Director's Dealing 2017

May 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Evolent Health, Inc. (EVH)
CIK: 0001628908
Period of Report: 2017-05-03

Reporting Person: Weinberg Jonathan (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-03	Class A Common Stock	M	15000	$3.84	Acquired	86385	Direct
2017-05-03	Class A Common Stock	S	15000	$23.85	Disposed	71385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-03	Class A Common Stock Option (right to buy)	$3.84	M	15000	Disposed	2024-04-01	Class A Common Stock (15000)	Direct

Footnotes

F1: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 3, 2017.

F2: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $23.85-$23.875, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The Class A Common Stock Options exercised vested on February 1, 2015. One fourth of the Class A Common Stock Options granted to the reporting person on April 1, 2014 vested on February 1, 2015; the balance vested or vests in equal installments annually over the following three years.