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Filing Details

Accession Number:: 0000921895-22-002211
Form Type:: 13D Filing
Publication Date:: 2022-07-10 20:00:00

Filed By:: Engaged Capital
Company:: Evolent Health Inc. (NYSE:EVH)
Filing Date:: 2022-07-11
SEC Url:: 13D Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Sole Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Engaged Capital Flagship Master Fund	2,936,627	2,936,627	2,936,627	3.2%
Engaged Capital Co-Invest XI	2,620,531	2,620,531	2,620,531	2.9%
Engaged Capital Flagship Fund	2,936,627	2,936,627	2,936,627	3.2%
Engaged Capital Flagship Fund, Ltd	2,936,627	2,936,627	2,936,627	3.2%
Engaged Capital	5,775,800	5,775,800	5,775,800	6.3%
Engaged Capital Holdings	5,775,800	5,775,800	5,775,800	6.3%
Glenn W. Welling	5,775,800	5,775,800	5,775,800	6.3%

Filing

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)				☐


	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

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

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

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

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

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

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

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.

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.

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

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

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

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)	34.0038	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