Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: | Sandra B. Hunter |
Division of Corporation Finance |
August 11, 2016
Re: | Evolent Health, Inc. |
Registration Statement on Form S-3 |
Filed July 28, 2016 |
Registration No. 333-212709 |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Evolent Health, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement to 4:00 p.m. Eastern time on Friday, August 12, 2016, or as soon as thereafter practicable.
In making this request, the Company acknowledges that:
• | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform William V. Fogg at (212) 474-1131 or Elizabeth A. Morgan at (212) 474-1474, and then send written confirmation to the addressees listed on the cover of the Registration Statement.
Very truly yours, | ||
Evolent Health, Inc. | ||
By: | /s/ Jonathan Weinberg | |
Name: Jonathan Weinberg | ||
Title: General Counsel |