Form D

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
EVOLENT HEALTH, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

800 NORTH GLEBE RD, SUITE 500
ARLINGTON, VA 22203
Phone Number: subscription required

Item 3. Related Persons

Name
JONATHAN WEINBERG
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
FRANK WILLIAMS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MICHAEL D'AMATO
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DAVID FARNER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CRAIG BARBAROSH
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
BRIDGET DUFFY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
PETER GRUA
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
DIANE HOLDER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
KIM KECK
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CHERYL SCOTT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
SETH BLACKLEY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JOHN JOHNSON
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
STEVE TUTEWOHL
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
AAMMAAD SHAMS
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 4. Industry Group

OTHER

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
10/01/2021

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
Yes

Item 9. Type(s) of Securities Offered

  • Equity

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes
Clarification of Response
OFFERING IS IN CONNECTION WITH ACQUISITION OF VITAL DECISIONS ACQUISITION, LLC AND MTS III VITAL DECISIONS BLOCKER CORP.

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 13. Offering and Sales Amounts

Total Offering Amount
65000000
Total Amount Sold
42500000
Total Remaining to be Sold
22500000
Clarification of Response
TOTAL OFFERING CONSISTS OF $42,500,000 OF CLASS A COMMON STOCK ISSUED AT CLOSING AND UP TO $22,500,000 OF CLASS A COMMON STOCK ISSUABLE PURSUANT TO AN EARN-OUT ARRANGEMENT BASED ON OPERATING RESULTS IN THE FOURTH QUARTER OF 2022

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
15

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
0.0
Clarification of Response

Signature and Submission

Issuer Name
EVOLENT HEALTH, INC.
Issuer Signature
/S/ JONATHAN WEINBERG
Signer Name
JONATHAN WEINBERG
Signer Title
GENERAL COUNSEL AND SECRETARY
Signature Date
10/15/2021

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