Sec Form 4 Filing - UNITEDHEALTH GROUP INC @ Evolent Health, Inc. - 2018-03-01

FORM 4 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 UNITEDHEALTH GROUP INC 2. Issuer Name and Ticker or Trading Symbol Evolent Health, Inc. [ EVH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 9900 BREN ROAD EAST 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2018 (Street) MINNETONKA, MN55343 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, par value $0.01 per share 03/01/2018 S 3,040,000 D $ 13.7 1,088,167 I ( 1 ) See footnote ( 1 ) Class A Common Stock, par value $0.01 per share 03/05/2018 C 1,772,898 A 2,861,065 I ( 1 ) See footnote ( 1 )

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 B Units and Class B Common Stock ( 2 ) 03/05/2018 C 1,772,898 ( 2 )( 3 ) ( 2 )( 3 ) Class A Common Stock 1,772,898 ( 2 ) ( 3 ) 0 I ( 1 ) See footnote ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other UNITEDHEALTH GROUP INC 9900 BREN ROAD EAST MINNETONKA, MN55343 X Director by Deputization Signatures /s/ Dannette L. Smith, Secretary to the Board of Directors 03/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Advisory Board Company, a Delaware corporation ("ABCO"), is the record and direct beneficial owner of the Class A Common Stock of Evolent Health, Inc. (including the Class A Common Stock issued upon the exchange of the Class B Units owned directly by ABCO). ABCO is a direct, wholly-owned subsidiary of OptumInsight, Inc., a Delaware corporation ("OptumInsight"), which is an indirect, wholly owned subsidiary of UnitedHealth Group Incorporated, a Delaware corporation ("UNH"). UNH and OptumInsight may be deemed to beneficially own the securities beneficially owned by ABCO. ( 2 )Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015, by and among Evolent Health, Inc., Evolent Health, LLC and the holders from time to time of Class B Common Units (the "Class B Units") of Evolent Health, LLC listed in Exhibit A thereto (the "Exchange Agreement"), ABCO may exchange its Class B Units (along with a corresponding number of its Class B Common Stock) for Class A Common Stock of Evolent Health, Inc. on a one-for-one basis, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among Evolent Health, Inc., ABCO and the other members party thereto. ( 3 )On March 5, 2018, The Advisory Board Company exchanged 1,772,898 Class B Units (along with 1,772,898 Class B Shares) for 1,772,898 shares of Class A Common Stock.

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