Sec Form 13D Filing - Engaged Capital LLC filing for Evolent Health Inc. (EVH) - 2022-07-11

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 4)1

Evolent Health, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

30050B101

(CUSIP Number)

GLENN W. WELLING

ENGAGED CAPITAL, LLC

610 Newport Center Drive, Suite 250

Newport Beach, California 92660

(949) 734-7900

 

STEVE WOLOSKY

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 7, 2022

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 30050B101

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Flagship Master Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
&# xA0;      
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,936,627  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,936,627  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,936,627  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.2%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 30050B101

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Co-Invest XI, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,620,531  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,620,531  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,620,531  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        2.9%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP No. 30050B101

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Flagship Fund, LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,936,627  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,936,627  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,936,627  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.2%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

4

CUSIP No. 30050B101

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Flagship Fund, Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,936,627  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,936,627  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,936,627  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.2%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

5

CUSIP No. 30050B101

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,775,800  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,775,800  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,775,800  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

6

CUSIP No. 30050B101

 

  1   NAME OF REPORTING PERSON  
         
        Engaged Capital Holdings, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,775,800  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,775,800  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,775,800  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.3%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

7

CUSIP No. 30050B101

 

  1   NAME OF REPORTING PERSON  
         
        Glenn W. Welling  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         5,775,800  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          5,775,800  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,775,800  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

8

CUSIP No. 30050B101

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (“Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The Shares purchased by each of Engaged Capital Flagship Master, Engaged Capital Co-Invest XI and held in the Engaged Capital Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price of the 2,936,627 Shares beneficially owned by Engaged Capital Flagship Master is approximately $38,514,523, including brokerage commissions. The aggregate purchase price of the 2,620,531 Shares beneficially owned by Engaged Capital Co-Invest XI is approximately $34,762,452, including brokerage commissions. The aggregate purchase price of the 218,642 Shares held in the Engaged Capital Account is approximately $2,881,787, including brokerage commissions.

Item 5.Interest in Securities of the Issuer.

Items 5(a) and (c) are hereby amended and restated to read as follows:

(a)       The aggregate percentage of Shares reported owned by each person named herein is based upon 91,594,562 Shares outstanding as of May 2, 2022, which is the total number of Shares outstanding as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2022.

As of the date hereof, Engaged Capital Flagship Master beneficially owned 2,936,627 Shares, constituting approximately 3.2% of the Shares outstanding. Each of Engaged Capital Fund and Engaged Capital Offshore, as feeder funds of Engaged Capital Flagship Master, may be deemed to beneficially own the 2,936,627 Shares owned by Engaged Capital Flagship Master, constituting approximately 3.2% of the Shares outstanding.

As of the date hereof, Engaged Capital Co-Invest XI beneficially owned 2,620,531 Shares, constituting approximately 2.9% of the Shares outstanding.

As of the date hereof, 218,642 Shares were held in the Engaged Capital Account, constituting less than 1% of the Shares outstanding.

Engaged Capital, as the general partner and investment adviser of Engaged Capital Flagship Master and Engaged Capital Co-Invest XI and the investment adviser of the Engaged Capital Account, may be deemed to beneficially own the 5,775,800 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest XI and held in the Engaged Capital Account, constituting approximately 6.3% of the Shares outstanding. Engaged Holdings, as the managing member of Engaged Capital, may be deemed to beneficially own the 5,775,800 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest XI and held in the Engaged Capital Account, constituting approximately 6.3% of the Shares outstanding. Mr. Welling, as the Founder and CIO of Engaged Capital and sole member of Engaged Holdings, may be deemed to beneficially own the 5,775,800 Shares owned in the aggregate by Engaged Capital Flagship Master, Engaged Capital Co-Invest XI and held in the Engaged Capital Account, constituting approximately 6.3% of the Shares outstanding.

9

CUSIP No. 30050B101

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

(c)       Schedule B annexed hereto lists all transactions in securities of the Issuer by the Reporting Persons during the past 60 days. All of such transactions were effected in the open market unless otherwise noted therein.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

Engaged Capital Flagship Master has sold short exchange listed American-style call options referencing an aggregate of 340,000 Shares, which have an exercise price of $35.00 per Share and expire on August 19, 2022.

10

CUSIP No. 30050B101

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 11, 2022

  Engaged Capital Flagship Master Fund, LP
   
  By: Engaged Capital, LLC
General Partner
   
  By:

/s/ Glenn W. Welling

    Name: Glenn W. Welling
    Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Co-Invest XI, LP
   
  By: Engaged Capital, LLC
General Partner
   
  By:

/s/ Glenn W. Welling

    Name: Glenn W. Welling
    Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Flagship Fund, LP
     
  By: Engaged Capital, LLC
General Partner
   
  By:

/s/ Glenn W. Welling

    Name: Glenn W. Welling
    Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Flagship Fund, Ltd.
     
  By:

/s/ Glenn W. Welling

    Name: Glenn W. Welling
    Title: Director

 

11

CUSIP No. 30050B101

  Engaged Capital, LLC
   
  By:

/s/ Glenn W. Welling

    Name: Glenn W. Welling
    Title: Founder and Chief Investment Officer

 

 

  Engaged Capital Holdings, LLC
   
  By:

/s/ Glenn W. Welling

    Name: Glenn W. Welling
    Title: Sole Member

 

 

 

/s/ Glenn W. Welling

  Glenn W. Welling

12

CUSIP No. 30050B101

SCHEDULE B

Transactions in Securities of the Issuer During the Past Sixty Days

Nature of the Transaction

Securities

Purchased/(Sold)

Price Per

Security($)

Date of

Purchase/Sale

 

Engaged Capital Flagship Master Fund, LP

 

34.0038
Sale of Common Stock (2,000) 27.6106 05/13/2022
Sale of Common Stock (14,000) 29.3601 05/23/2022
Sale of Common Stock (7,330) 34.1864 07/07/2022
Sale of Common Stock (17,031) 34.0038 07/07/2022
Sale of Common Stock (51,718) 34.0237 07/07/2022
Sale of Common Stock (511) 34.0325 07/07/2022
Sale of Common Stock (6,183) 34.2393 07/07/2022
Sale of Common Stock (15,000) 30.0417 05/17/2022
Sale of Common Stock (62,300) 29.5562 05/18/2022
Sale of Common Stock (2,400) 29.5725 05/19/2022
Sale of Common Stock (4,485) 29.6965 05/20/2022
Sale of Common Stock (300) 29.5067 05/23/2022
Sale of Common Stock (4,500) 29.5000 05/24/2022
Sale of Common Stock (9,050) 30.3046 05/31/2022
Sale of Common Stock (43,816) 30.1512 06/02/2022
Sale of Common Stock (60,000) 30.4400 06/02/2022
Sale of Common Stock (25,000) 29.6532 06/02/2022
Sale of Common Stock (133,344) 30.7034 06/02/2022
Sale of Common Stock (25,291) 30.1181 06/03/2022
Sale of Common Stock (50,000) 30.1025 06/06/2022
Sale of Common Stock (40,000) 30.5018 06/06/2022
Sale of Common Stock (20,000) 30.4537 06/06/2022
Sale of Common Stock (20,931) 30.4251 06/06/2022
Sale of Common Stock (8,970) 30.2518 06/07/2022
Sale of Common Stock (21,118) 30.6685 06/08/2022
Sale of Common Stock (14,860) 30.1050 06/21/2022
Sale of Common Stock (35,000) 30.3013 06/22/2022
Sale of Common Stock (30,000) 30.2403 06/22/2022
Sale of Common Stock (48,002) 30.1537 06/22/2022
Sale of Common Stock (35,000) 30.7604 06/23/2022
Sale of Common Stock (20,000) 30.5579 06/23/2022
Sale of Common Stock (35,000) 30.4857 06/23/2022
Sale of Common Stock (11,209) 30.4554 06/23/2022
Sale of Common Stock (30,000) 30.7032 06/23/2022
Sale of Common Stock (30,424) 31.0645 06/24/2022
Sale of Common Stock (50,000) 30.9190 06/24/2022
Sale of Common Stock (3,352) 31.8907 06/28/2022
Sale of Common Stock (5,400) 31.7023 06/28/2022
Sale of August 2022 Call Option ($35.00 Exercise Price)* (3,400) 2.0115 07/06/2022
Sale of Common Stock (39,383) 34.0237 07/07/2022
Sale of Common Stock (4,708) 34.2393 07/07/2022
Sale of Common Stock (389) 34.0325 07/07/2022
Sale of Common Stock (5,582) 34.1864 07/07/2022
Sale of Common Stock (12,969) 07/07/2022
Sale of Common Stock (92,821) 33.8744 07/08/2022
Sale of Common Stock (2,731) 33.2727 07/11/2022

* Exchange-listed American-style call options with an expiration date of August 19, 2022.

 

 

CUSIP No. 30050B101

ENGAGED CAPITAL CO-INVEST XI, LP

Sale of Common Stock (7,330) 34.1864 07/07/2022
Sale of Common Stock (17,031) 34.0038 07/07/2022
Sale of Common Stock (51,718) 34.0237 07/07/2022
Sale of Common Stock (511) 34.0325 07/07/2022
Sale of Common Stock (6,183) 34.2393 07/07/2022
Sale of Common Stock (128,811) 33.8744 07/08/2022
Sale of Common Stock (3,586) 33.2727 07/11/2022

ENGAGED CAPITAL, LLC
(Through the Engaged Capital Account)

Sale of Common Stock (2,000) 27.6106 05/13/2022
Sale of Common Stock (14,000) 29.3601 05/23/2022
Sale of Common Stock (5,268) 33.8744 07/08/2022