FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 09/15/2022 |
3. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc. [ EVH ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock(1) | 167,881 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class A Common Option (right to buy) | (2) | 05/12/2025 | Class A Common Stock | 3,000 | $10.65 | D | |
Class A Common Option (right to buy) | (3) | 02/01/2027 | Class A Common Stock | 3,064 | $18.25 | D | |
Class A Common Option (right to buy) | (4) | 08/01/2027 | Class A Common Stock | 4,550 | $24.75 | D | |
Class A Common Option (right to buy) | (5) | 02/01/2028 | Class A Common Stock | 16,835 | $13.95 | D | |
Class A Common Option (right to buy) | (6) | 03/01/2029 | Class A Common Stock | 14,368 | $13.29 | D |
Explanation of Responses: |
1. Includes restricted stock units granted to Mr. McCarthy pursuant to the Evolent Health, Inc. Omnibus Incentive Compensation Plan. |
2. 12,000 options were granted on May 12, 2015 and vested and became exercisable ratably in four annual installments beginning on May 1, 2016. Prior to the date of the event requiring the filing of this Form 3, 3,000 of these options remain outstanding and have vested. |
3. 3,064 options were granted on February 1, 2017 and vested and became exercisable ratably in four annual installments beginning on February 1, 2018. |
4. 4,550 options were granted on August 1, 2017 and vested and became exercisable ratably in four annual installments beginning on August 1, 2018. |
5. 16,835 options were granted on February 1, 2018 and vested and became exercisable ratably in four annual installments beginning on February 1, 2019. |
6. 14,368 options were granted on March 1, 2019 and vest and become exercisable ratably in four annual installments beginning on March 1, 2020. Prior to the date of the event requiring the filing of this Form 3, 10,776 of these options had vested. |
Remarks: |
See Exhibit 24.1 - Power of Attorney |
/s/ Jonathan Weinberg, Attorney-in-fact | 09/26/2022 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |