0001209191-17-029536.txt : 20170503 0001209191-17-029536.hdr.sgml : 20170503 20170503122145 ACCESSION NUMBER: 0001209191-17-029536 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170501 FILED AS OF DATE: 20170503 DATE AS OF CHANGE: 20170503 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Evolent Health, Inc. CENTRAL INDEX KEY: 0001628908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 320454912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 NORTH GLEBE RD, SUITE 500 CITY: ARLINGTON STATE: VA ZIP: 22203 BUSINESS PHONE: 571-389-6000 MAIL ADDRESS: STREET 1: 800 NORTH GLEBE RD, SUITE 500 CITY: ARLINGTON STATE: VA ZIP: 22203 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADVISORY BOARD CO CENTRAL INDEX KEY: 0001157377 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] STATE OF INCORPORATION: DE FISCAL YEAR END: 0308 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37415 FILM NUMBER: 17808158 BUSINESS ADDRESS: STREET 1: 2445 M STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20037 BUSINESS PHONE: 202-266-5600 MAIL ADDRESS: STREET 1: 2445 M STREET, NW CITY: WASHINGTON STATE: DC ZIP: 20037 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-05-01 0 0001628908 Evolent Health, Inc. EVH 0001157377 ADVISORY BOARD CO 2445 M. STREET, NW WASHINGTON DC 20037 0 0 1 0 Class A Common Stock, par value $0.01 per share 2017-05-01 4 C 0 317712 A 4445879 D Class A Common Stock, par value $0.01 per share 2017-05-01 4 S 0 317712 19.53 D 4128167 D Class B Units and Class B Common Stock 2017-05-01 4 C 0 317712 D Class A Common Stock 317712 2772898 D Pursuant 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. On May 1, 2017, The Advisory Board Company exchanged 317,712 Class B Units (along with 317,712 Class B Shares) for 317,712 Class A Shares. The 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. The Advisory Board Company holds an aggregate of 2,772,898 Class B Common Units (the "Class B Units") of Evolent Health, LLC and 2,772,898 shares of Class B Common Stock (the "Class B Shares") of the Issuer. The Advisory Board Company /s/ Evan Farber Name: Evan Farber Title: Chief Legal Officer and Corporate Secretary 2017-05-03