SEC FORM 3

SEC Form 3

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^*

Johnson John Paul

(Last)

(First)

(Middle)

C/O EVOLENT HEALTH, INC.

800 NORTH GLEBE ROAD, SUITE 500

(Street)

ARLINGTON

22203

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2019

3. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc. [ EVH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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⁾	16,921	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class A Common Stock Option (right to buy)	⁽²⁾	05/01/2026	Class A Common Stock	7,896	$12.22	D
Class A Common Stock Option (right to buy)	⁽³⁾	02/01/2027	Class A Common Stock	4,595	$18.25	D
Class A Common Stock Option (right to buy)	⁽⁴⁾	02/01/2028	Class A Common Stock	21,044	$13.95	D
Leveraged Restricted Stock Unit	⁽⁵⁾	⁽⁶⁾	Class A Common Stock	46,687⁽⁷⁾	$0	D

Explanation of Responses:

1. Includes restricted stock units granted to Mr. Johnson pursuant to the Evolent Health, Inc. Omnibus Incentive Compensation Plan.

2. 15,794 options were granted on May 1, 2016 and vest and become exercisable ratably in four annual installments beginning on May 1, 2017. Prior to the date of the event requiring the filing of this Form 3, 3,948 of these options that remain outstanding had vested.

3. 6,127 options were granted on February 1, 2017 and vest and become exercisable ratably in four annual installments beginning on February 1, 2018. Prior to the date of the event requiring the filing of this Form 3, 1,532 of these options that remain outstanding had vested.

4. 21,044 options were granted on February 1, 2018 and vest and become exercisable ratably in four annual installments beginning on February 1, 2019. Prior to the date of the event requiring the filing of this Form 3, 5,261 of these options that remain outstanding had vested.

5. The leveraged stock units ("LSUs") vest on March 1, 2022.

6. The LSUs do not expire.

7. Each LSU represents the contingent right to receive, upon vesting, between 0% and 200% of one share of the Issuer's Class A Common Stock, subject to the level of achievement of applicable performance conditions. The resulting number of shares acquired upon vesting of the LSUs if any is based on the cumulative performance of the Issuer's Class A Common Stock.

	/s/ Jonathan Weinberg, Attorney-in-fact	07/10/2019
	** 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).
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