Filing Details

Accession Number:
0000903423-17-000252
Form Type:
4
Zero Holdings:
No
Publication Time:
2017-04-04 16:38:52
Reporting Period:
2017-03-31
Filing Date:
2017-04-04
Accepted Time:
2017-04-04 16:38:52
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1628908 Evolent Health Inc. EVH () 4
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
860866 David Bonderman C/O Tpg Global, Llc
301 Commerce Street, Suite 3300
Fort Worth TX 76102
No No Yes No
1099776 G James Coulter C/O Tpg Global, Llc
301 Commerce Street, Suite 3300
Fort Worth TX 76102
No No Yes No
1631279 Tpg Growth Ii Advisors, Inc. C/O Tpg Global, Llc
301 Commerce Street, Suite 3300
Fort Worth TX 76102
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Acquisiton 2017-03-31 2,113,488 $0.00 3,811,788 No 4 C Indirect See Explanation of Responses
Class A Common Stock Disposition 2017-03-31 2,498,750 $19.53 1,313,038 No 4 S Indirect See Explanation of Responses
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Explanation of Responses
No 4 S Indirect See Explanation of Responses
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Common Stock Class B Units and Class B Common Stock Disposition 2017-03-31 2,113,488 $0.00 2,113,488 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
7,203,133 No 4 C Indirect
Footnotes
  1. TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 7,203,133 Class B Common Units (the "Class B Units") of Evolent Health LLC and 7,203,133 shares of Class B Common Stock (the "Class B Shares") of Evolent Health, Inc. (the "Issuer").
  2. 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.
  3. On March 31, 2017, TPG Eagle exchanged 2,113,488 Class B Units (along with 2,113,488 Class B Shares) for Class A Shares on a one-for-one basis.
  4. TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,313,038 Class A Shares.
  5. 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.
  6. 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.
  7. 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.
  8. 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.