Statement of Changes in Beneficial Ownership (4)
August 04 2021 - 5:53PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
*
Tutewohl Steve |
2. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc.
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EVH
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
C/O EVOLENT HEALTH, INC., 800 NORTH GLEBE ROAD, SUITE 500 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/2/2021 |
(Street)
ARLINGTON, VA 22203
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 8/2/2021 | | M(1) | | 3331 | A | $13.95 | 117434 (2) | D | |
Class A Common Stock | 8/2/2021 | | S(1) | | 3331 | D | $23.02 (3) | 114103 (2) | D | |
Class A Common Stock | 8/2/2021 | | M(1) | | 2625 | A | $18.25 | 116728 (2) | D | |
Class A Common Stock | 8/2/2021 | | S(1) | | 2625 | D | $23.02 (4) | 114103 (2) | D | |
Class A Common Stock | 8/3/2021 | | M(1) | | 11229 | A | $18.25 | 125332 (2) | D | |
Class A Common Stock | 8/3/2021 | | S(1) | | 11229 | D | $23.02 (5) | 114103 (2) | D | |
Class A Common Stock | 8/3/2021 | | M(1) | | 13801 | A | $13.95 | 127904 (2) | D | |
Class A Common Stock | 8/3/2021 | | S(1) | | 13801 | D | $23.02 (6) | 114103 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | $13.95 | 8/2/2021 | | M (1) | | | 3331 | (7) | 2/1/2028 | Class A Common Stock | 3331.0 | $0 | 20114 | D | |
Class A Common Stock Option (right to buy) | $18.25 | 8/2/2021 | | M (1) | | | 2625 | (8) | 2/1/2027 | Class A Common Stock | 2625.0 | $0 | 11229 | D | |
Class A Common Stock Option (right to buy) | $13.95 | 8/3/2021 | | M (1) | | | 13801 | (9) | 2/1/2028 | Class A Common Stock | 13801.0 | $0 | 6313 | D | |
Class A Common Stock Option (right to buy) | $18.25 | 8/3/2021 | | M (1) | | | 11229 | (9) | 2/1/2027 | Class A Common Stock | 11229.0 | $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 March 3, 2021. |
(2) | Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission. |
(3) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.00 to $23.13, 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. |
(4) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $22.99 to $23.13, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $ 22.99 to $23.14, 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. |
(6) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $23.00 to $23.14, 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. |
(7) | The Class A Common Stock Options exercised vested on February 1, 2019. |
(8) | The Class A Common Stock Options exercised vested on February 1, 2018 and February 1, 2019. |
(9) | The Class A Common Stock Options exercised vested on February 1, 2019, February 1, 2020 and February 1, 2021. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Tutewohl Steve C/O EVOLENT HEALTH, INC. 800 NORTH GLEBE ROAD, SUITE 500 ARLINGTON, VA 22203 |
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| Chief Operating Officer |
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Signatures
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/s/ Jonathan Weinberg, Attorney-in-fact | | 8/4/2021 |
**Signature of Reporting Person | Date |
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