Sec Form 3 Filing - Johnson John Paul @ Evolent Health, Inc. - 2019-07-01

FORM 3 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 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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1. Name and Address of Reporting Person Johnson John Paul 2. Issuer Name and Ticker or Trading Symbol Evolent Health, Inc. [ EVH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O EVOLENT HEALTH, INC., 800 NORTH GLEBE ROAD, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2019 (Street) ARLINGTON, VA22203 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 16,921 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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) $ 12.22 ( 2 ) 05/01/2026 Class A Common Stock 7,896 D Class A Common Stock Option (right to buy) $ 18.25 ( 3 ) 02/01/2027 Class A Common Stock 4,595 D Class A Common Stock Option (right to buy) $ 13.95 ( 4 ) 02/01/2028 Class A Common Stock 21,044 D Leveraged Restricted Stock Unit $ 0 ( 5 ) ( 6 ) Class A Common Stock 46,687 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Johnson John Paul C/O EVOLENT HEALTH, INC. 800 NORTH GLEBE ROAD, SUITE 500 ARLINGTON, VA22203 Chief Financial Officer Signatures /s/ Jonathan Weinberg, Attorney-in-fact 07/10/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes restricted stock units granted to Mr. Johnson pursuant to the Evolent Health, Inc. Omnibus Incentive Compensation Plan. ( 2 )15,794 options were granted on May 1, 2016 and vest and become exercisable ratably in four annual installments beginning on May 1, 2017. Prior to the date of the event requiring the filing of this Form 3, 3,948 of these options that remain outstanding had vested. ( 3 )6,127 options were granted on February 1, 2017 and vest and become exercisable ratably in four annual installments beginning on February 1, 2018. Prior to the date of the event requiring the filing of this Form 3, 1,532 of these options that remain outstanding had vested. ( 4 )21,044 options were granted on February 1, 2018 and vest and become exercisable ratably in four annual installments beginning on February 1, 2019. Prior to the date of the event requiring the filing of this Form 3, 5,261 of these options that remain outstanding had vested. ( 5 )The leveraged stock units ("LSUs") vest on March 1, 2022. ( 6 )The LSUs do not expire. ( 7 )Each LSU represents the contingent right to receive, upon vesting, between 0% and 200% of one share of the Issuer's Class A Common Stock, subject to the level of achievement of applicable performance conditions. The resulting number of shares acquired upon vesting of the LSUs if any is based on the cumulative performance of the Issuer's Class A Common Stock.

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).

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