UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Class B Units and Class B Common Stock | Â (3)(4) | Â (3)(4) | Class A Common Stock, par value $0.01 per share | 1,772,898 | $ (3) | I (1) (2) | See footnote (1) (2) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
UNITEDHEALTH GROUP INC UNITEDHEALTH GROUP INCORPORATED 9900 BREN ROAD EAST MINNETONKA, MN 55343 |
 X |  |  | Director by Deputization |
UnitedHealth Group Incorporated By: /s/ Dannette L. Smith, Name: Dannette L. Smith, Title: Secretary to the Board of Directors | 11/27/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The Advisory Board Company, a Delaware corporation ("ABCO"), is the record and direct beneficial owner of the Class A Common Stock (including the Class A Common Stock issuable upon the exchange of the Class B Units owned directly by ABCO). ABCO is a direct, wholly owned subsidiary of OptumInsight, Inc., a Delaware corporation ("OptumInsight"), and OptumInsight may be deemed to beneficially own securities directly owned by ABCO. OptumInsight is a direct, wholly owned subsidiary of OptumInsight Holdings, LLC, a Delaware limited liability company ("Holdings"), and Holdings may be deemed to beneficially own securities beneficially owned by OptumInsight. Holdings is a direct, wholly owned subsidiary of Optum, Inc., a Delaware corporation ("Optum"), and Optum may be deemed to beneficially own securities beneficially owned by Holdings. |
(2) | (cont. from footnote 1) Optum is a direct, wholly owned subsidiary of United HealthCare Services, Inc., a Minnesota corporation ("UHS"), and UHS may be deemed to beneficially own securities beneficially owned by Optum. UHS is a direct, wholly owned subsidiary of UnitedHealth Group Incorporated, a Delaware corporation ("UNH"), and UNH may be deemed to beneficially own securities beneficially owned by UHS. |
(3) | Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015, by and among Evolent Health, Inc. (the "Issuer"), Evolent Health, LLC and the holders from time to time of Class B Common Units (the "Class B Units") of Evolent Health, LLC listed in Exhibit A thereto (the "Exchange Agreement"), ABCO may exchange its Class B Units (along with a corresponding number of its Class B Common Stock) for Class A Common Stock of the Issuer on a one-for-one basis, 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, ABCO and the other members party thereto. |
(4) | ABCO holds an aggregate of 1,772,898 Class B Units of Evolent Health, LLC and 1,772,898 Class B Shares of the Issuer. |
 Remarks: Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a "director by deputization" by virtue of certain rights of ABCO, an indirect wholly owned subsidiary of the Reporting Person, to appoint up to two representatives to the board of directors of the Issuer pursuant to that certain Stockholders Agreement by and among the Issuer, ABCO and certain other parties thereto, dated as of June 4, 2015. |