Cynthia Cammett Cann Form 3 Evolent Health / Cynthia Cammett Cann ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:	3235-0104
Estimated average burden
hours per response:	0.5

1. Name and Address of Reporting Person^*

Cann Cynthia Cammett

(Last) (First) (Middle)

C/O EVOLENT HEALTH, INC.

800 N. GLEBE ROAD, SUITE 500

(Street)

ARLINGTON VA 22203

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2015

3. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc. [ EVH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Accounting Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock(1)	2,574(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Qualified Stock Options	(3)	02/01/2025	Class A Common Stock	30,000	6.87	D
Non-Qualified Stock Options	(4)	06/04/2025	Class A Common Stock	10,621	17	D

Explanation of Responses:

1. Represents restricted stock units granted to Ms. Cann pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan.

2. Securities vest at a rate of 25% annually beginning June 4, 2016.

3. Securities vest at a rate of 25% annually beginning March 1, 2016.

4. Securities vest at a rate of 25% annually beginning June 4, 2016.

Remarks:

	/s/ Cynthia Cann	06/05/2015
	** Signature of Reporting Person	Date
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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.