0000903423-16-001267.txt : 20160916
0000903423-16-001267.hdr.sgml : 20160916
20160916165306
ACCESSION NUMBER: 0000903423-16-001267
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160914
FILED AS OF DATE: 20160916
DATE AS OF CHANGE: 20160916
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Evolent Health, Inc.
CENTRAL INDEX KEY: 0001628908
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741]
IRS NUMBER: 320454912
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: TPG Growth II Advisors, Inc.
CENTRAL INDEX KEY: 0001631279
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37415
FILM NUMBER: 161889909
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37415
FILM NUMBER: 161889910
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37415
FILM NUMBER: 161889911
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
4
1
tpgrowthadii4.xml
OWNERSHIP DOCUMENT
X0306
4
2016-09-14
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
2016-09-14
4
C
0
1656024
A
4040660
I
See Explanation of Responses
Class A Common Stock
2016-09-14
4
S
0
2284571
21.54
D
1756089
I
See Explanation of Responses
Class B Units and Class B Common Stock
2016-09-14
4
C
0
1656024
D
Class A Common Stock
1656024
9633644
I
See Explanation of Responses
The price represents the public offering price of $22.50 per share of Class A common stock (the "Class A Shares") of Evolent Health, Inc. ("the Issuer") less the underwriters' discount of $0.96 per Class A Share.
TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of 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 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 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.
On September 14, 2016, TPG Eagle exchanged 1,656,024 Class B Units (along with 1,656,024 Class B Shares) for Class A Shares on a one-for-one basis.
TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,756,089 Class A Shares.
David Bonderman and James G. Coulter are 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.
(10) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (11) Clive Bode is signing on behalf of both Messrs. Bonderman and Coulter pursuant to authorization and designation letters dated June 19, 2015, which were previously filed with the Securities and Exchange Commission.
/s/ Michael LaGatta, Vice President, TPG Growth II Advisors, Inc. (10)
2016-09-16
/s/ Clive Bode, on behalf of David Bonderman (10) (11)
2016-09-16
/s/ Clive Bode, on behalf of James G. Coulter (10) (11)
2016-09-16