0001415889-25-004285.txt : 20250214 0001415889-25-004285.hdr.sgml : 20250214 20250214183603 ACCESSION NUMBER: 0001415889-25-004285 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20250214 DATE AS OF CHANGE: 20250214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Evolent Health, Inc. CENTRAL INDEX KEY: 0001628908 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 320454912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-89390 FILM NUMBER: 25631709 BUSINESS ADDRESS: STREET 1: 1812 NORTH MOORE ST, SUITE 1705 CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 571-389-6000 MAIL ADDRESS: STREET 1: 1812 NORTH MOORE ST, SUITE 1705 CITY: ARLINGTON STATE: VA ZIP: 22209 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RA CAPITAL MANAGEMENT, L.P. CENTRAL INDEX KEY: 0001346824 ORGANIZATION NAME: IRS NUMBER: 830406777 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-778-2500 MAIL ADDRESS: STREET 1: 200 BERKELEY STREET, 18TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: RA CAPITAL MANAGEMENT, LLC DATE OF NAME CHANGE: 20051213 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0001104659-24-072466 0001346824 XXXXXXXX LIVE 1 Class A Common Stock, par value $0.01 per share 12/31/2024 0001628908 Evolent Health, Inc. 30050B101 1812 N. Moore Street, Suite 1705 Arlington VA 22209 Rule 13d-1(c) RA Capital Management, L.P. DE 0.00 3577197.00 0.00 3577197.00 3577197.00 3.1 IA PN Peter Kolchinsky X1 0.00 3577197.00 0.00 3577197.00 3577197.00 3.1 HC IN Rajeev Shah X1 0.00 3577197.00 0.00 3577197.00 3577197.00 3.1 HC IN RA Capital Healthcare Fund, L.P. DE 0.00 3577197.00 0.00 3577197.00 3577197.00 3.1 PN Evolent Health, Inc. 1812 N. Moore Street, Suite 1705, Arlington, VA, 22209. The names of the persons filing this report (collectively, the "Reporting Persons") are: RA Capital Management, L.P. ("RA Capital") Peter Kolchinsky Rajeev Shah RA Capital Healthcare Fund, L.P. (the "Fund") The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. The address of the principal business office of each of the Reporting Persons is: c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116 RA Capital and the Fund are Delaware limited partnerships. Dr. Kolchinsky and Mr. Shah are United States citizens. Y Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. The Fund directly holds 3,577,197 shares of Class A Common Stock. RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Class A Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose. Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. The percentage set forth in Row 11 of each Reporting Person's cover page is based upon 116,563,910 shares of the Issuer's Class A Common Stock outstanding as of November 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 8, 2024. Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of December 31, 2024 and is incorporated by reference. N Y Y Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 99.1 Joint Filing Agreement RA Capital Management, L.P. /s/ Peter Kolchinsky By Peter Kolchinsky, Authorized Signatory 02/14/2025 Peter Kolchinsky /s/ Peter Kolchinsky Peter Kolchinsky 02/14/2025 Rajeev Shah /s/ Rajeev Shah Rajeev Shah 02/14/2025 RA Capital Healthcare Fund, L.P. /s/ Peter Kolchinsky By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager 02/14/2025 EX-99.1 2 ex-99-02142025_110204.htm JOINT FILING AGREEMENT ex-99-02142025_110204.htm

EXHIBIT 99.1


JOINT FILING AGREEMENT


This Joint Filing Agreement, dated as of February 14, 2025, is by and among RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (the foregoing are collectively referred to herein as the “Filers”).


Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to the Class A Common Stock, $0.01 par value per share of Evolent Health, Inc. beneficially owned by them from time to time.


Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.


This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.


Executed and delivered as of the date first above written.



RA CAPITAL MANAGEMENT, L.P.


By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Authorized Signatory



PETER KOLCHINSKY


/s/ Peter Kolchinsky



RAJEEV SHAH


/s/ Rajeev Shah



RA CAPITAL HEALTHCARE FUND, L.P.


By:

RA Capital Healthcare Fund GP, LLC

Its:

General Partner


By:

/s/ Peter Kolchinsky

Name:

Peter Kolchinsky

Title:

Manager