Chief Executive Officer Blackley Seth exercised 187,904 shares at a strike of $8.46 and sold $5,637,120 worth of shares (187,904 units at $30.00) (SEC Form 4)
$EVH
Other Consumer Services
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc. [ EVH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/22/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/22/2024 | M(1) | 100,000 | A | $6.87 | 511,924(2)(3) | D | |||
| Class A Common Stock | 08/22/2024 | M(1) | 35,162 | A | $10.27 | 547,086(2) | D | |||
| Class A Common Stock | 08/22/2024 | M(1) | 52,742 | A | $10.27 | 599,828(2) | D | |||
| Class A Common Stock | 08/22/2024 | S(1) | 187,904 | D | $30(4) | 411,924(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A Common Stock Option (right to buy) | $6.87 | 08/22/2024 | M(1) | 100,000 | (5) | 02/01/2025 | Class A Common Stock | 100,000 | $0 | 0 | D | ||||
| Class A Common Stock Option (right to buy) | $10.27 | 08/22/2024 | M(1) | 35,162 | (6) | 03/01/2026 | Class A Common Stock | 35,162 | $0 | 0 | D | ||||
| Class A Common Stock Option (right to buy) | $10.27 | 08/22/2024 | M(1) | 52,742 | (7) | 03/01/2026 | Class A Common Stock | 52,742 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 29, 2024. |
| 2. Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission. |
| 3. Since the date of the reporting person's last ownership report, Mr. Blackley transferred 348,458 shares of Evolent Health, Inc. Class A Common Stock pursuant to a domestic relations order. Mr. Blackley no longer reports as beneficially owned any securities owned by his ex-spouse. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.00 to $30.02, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. |
| 5. The Class A Common Stock Options exercised vested on February 1, 2019. |
| 6. The Class A Common Stock Options exercised vested on March 1, 2019 and March 1, 2020. |
| 7. The Class A Common Stock Options exercised vested on March 1, 2020. |
| Remarks: |
| /s/ Jonathan Weinberg, Attorney-in-fact | 08/26/2024 | |
| ** 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 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||