0000903423-15-000375.txt : 20150605
0000903423-15-000375.hdr.sgml : 20150605
20150605160315
ACCESSION NUMBER: 0000903423-15-000375
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150605
FILED AS OF DATE: 20150605
DATE AS OF CHANGE: 20150605
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Evolent Health, Inc.
CENTRAL INDEX KEY: 0001628908
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741]
IRS NUMBER: 453084136
FISCAL YEAR END: 1214
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: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37415
FILM NUMBER: 15915982
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BONDERMAN DAVID
CENTRAL INDEX KEY: 0000860866
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37415
FILM NUMBER: 15915983
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Growth II Advisors, Inc.
CENTRAL INDEX KEY: 0001631279
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37415
FILM NUMBER: 15915984
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
3
1
tpgrowthiiadvisors_evolentf3.xml
OWNERSHIP DOCUMENT
X0206
3
2015-06-05
0
0001628908
Evolent Health, Inc.
EVH
0001631279
TPG Growth II Advisors, Inc.
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0000860866
BONDERMAN DAVID
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001099776
COULTER JAMES G
C/O TPG GLOBAL, LLC,
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Class A Common Stock
2384636
I
See Explanation of Responses
Class B Units and Class B Common Stock
Class A Common Stock
11289668
I
See Explanation of Responses
TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 11,289,668 Class B Common Units (the "Class B Units") of Evolent Health LLC and 11,289,668 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").
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"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for shares of 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. The right to exchange is not subject to an expiration date.
TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 2,384,636 Class A Shares.
David Bonderman and James G. Coulter are officers and sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.
Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.
The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.
Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
(8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission.
/s/ Ronald Cami, Vice President, TPG Growth II Advisors, Inc. (8)
2015-06-05
/s/ Ronald Cami on behalf of David Bonderman (8)(9)
2015-06-05
/s/ Ronald Cami on behalf of James G. Coulter (8)(9)
2015-06-05