Filing Details
- Accession Number:
- 0001140361-23-020592
- Form Type:
- 13G Filing
- Publication Date:
- 2023-04-25 20:00:00
- Filed By:
- Magellan Health Inc
- Company:
- Evolent Health Inc. (NYSE:EVH)
- Filing Date:
- 2023-04-26
- SEC Url:
- 13G 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 | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Magellan Health, Inc | 0 | 0 | 0 | 0 | 0 | 0% |
| Centene Corporation | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 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)
April 6, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☑ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | 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 the
disclosure provided in a prior cover page. |
The information required in 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 the section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAMES OF REPORTING PERSONS | | | ||
| Magellan Health, Inc. | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 0 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 0% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
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| 1 | NAMES OF REPORTING PERSONS | | | ||
| Centene Corporation | | | |||
| | | ||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||
| (a)☐ | |||||
| (b)☐ | | | |||
| 3 | SEC USE ONLY | | | ||
| | | | |||
| | | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | ||
| Delaware | | | |||
| | | ||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER | | | |
| 0 | | | |||
| | | ||||
| 6 | SHARED VOTING POWER | | | ||
| 0 | | | |||
| | | ||||
| 7 | SOLE DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 8 | SHARED DISPOSITIVE POWER | | | ||
| 0 | | | |||
| | | ||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | | | ||
| 0 | | | |||
| | | ||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | | | ||
| ☐ | | | |||
| | | ||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | | | ||
| 0% | | | |||
| | | ||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | | | ||
| CO | | | |||
| | | ||||
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| Item 1(a) | Name of Issuer |
The name of the issuer is Evolent Health, Inc. (the “Issuer”).
| Item 1(b) | Address of Issuer’s Principal Executive Offices |
The Issuer’s principal executive offices are located at: 800 N. Glebe Road, Suite 500, Arlington, Virginia 22203.
| Item 2(a) | Name of Person Filing |
This statement is filed by:
| (i) | Magellan Health, Inc., a Delaware corporation; and |
| (ii) | Centene Corporation, a Delaware corporation, which is the holder of all of the issued and outstanding shares of Magellan Health, Inc. |
The Joint Filing Agreement among the Reporting Persons to file this Amendment No. 1 to Schedule 13G jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), was
filed as Exhibit A to Schedule 13G filed by the Reporting Persons on January 27, 2023, and is incorporated herein by reference.
| Item 2(b) | Address of Principal Business Office or, if None, Residence |
The address of the principal business office of Magellan Health, Inc. is: 14100 Magellan Plaza, Maryland Heights, Missouri 63043.
The address of the principal business office of Centene Corporation is: 7700 Forsyth Blvd., St. Louis, Missouri 63105.
| Item 2(c) | Citizenship |
See Item 4 of each of the cover pages.
| Item 2(d) | Title of Class of Securities |
Class A Common Stock, par value $0.01 per share (“Class A Common Stock”).
| Item 2(e) | CUSIP No. |
30050B101
| Item 3. | If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
| (a) | ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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| (e) | ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). |
| (f) | ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). |
| (g) | ☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). |
| (h) | ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). |
| (j) | ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership |
| (a) | Amount Beneficially Owned: See Item 9 of each of the cover pages. |
| (b) | Percent of Class: See Item 11 of each of the cover pages. |
| (c) | Number of Shares as to which such person has: |
| (i) | Sole power to vote or direct the vote: See Item 5 of each of the cover pages. |
| (ii) | Shared power to vote or direct the vote: See Item 6 of each of the cover pages. |
| (iii) | Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages. |
| (iv) | Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages. |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: April 26, 2023 | |||
| MAGELLAN HEALTH, INC. | |||
| By: | /s/ Derrick Duke | ||
| | Name: | Derrick Duke | |
| | Title: | Chief Executive Officer | |
| CENTENE CORPORATION | |||
| By: | /s/ Christopher A. Koster | ||
| | Name: | Christopher A. Koster | |
| | Title: | Executive Vice President, General Counsel and Secretary | |
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