UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549_________________________FORM 10-K/A_________________________(Amendment No. 1)





(Mark One)


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|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015


OR





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|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from    to





Commission File Number:  001-37415


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Evolent Health, Inc.


(Exact name of registrant as specified in its charter)


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Delaware32-0454912(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)800 N. Glebe Road, Suite 500, Arlington, Virginia22203(Address of principal executive offices)(Zip Code)


(571) 389-6000


Registrant’s telephone number, including area code


_________________________  Securities registered pursuant to section 12(b) of the Act:Title of each className of each exchange on which registeredClass A Common Stock, par value $0.01 per shareNew York Stock Exchange





Securities registered pursuant to section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes ☐  No ☒


Indicate by check mark if the registrant is not required to file reports pursuant to Section 12 or Section 15(d) of the Act. Yes ☐  No ☒


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes ☒  No ☐


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ☒  No  ☐


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer  ☐  Accelerated filer  ☐  Non-accelerated filer ☒  Smaller reporting company  ☐


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  ☒


The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant (based on the closing price of the shares on the New York Stock Exchange on such date) as of the last business day of the registrant’s most recently completed second fiscal quarter was $258.1 million.


As of February 25, 2016, there were 42,558,769 shares of the registrant’s Class A common stock outstanding and 17,524,596 shares of the registrant’s Class B common stock outstanding.





Documents Incorporated by Reference





Selected portions of the Proxy Statement for the Annual Meeting of Shareholders, scheduled for June 14, 2016, have been incorporated by reference into Part III of this Form 10-K to the extent stated herein.  Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2015.


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EXPLANATORY NOTE





Evolent Health, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to amend Item 15 of Part IV of its Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2016 (the “Original Filing”). This Amendment No. 1 incorporates by reference certain exhibits which were inadvertently omitted from the Form 10-K, but had been previously filed with the SEC as exhibits to the Company’s Registration Statement on Form S-1 (file number 333-203852), declared effective on June 4, 2015.  In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the Company has set forth the text of Item 15, as amended, in its entirety. Part IV of the Original Filing is also amended to add new certifications in accordance with Rule 13a-14(a) of the Exchange Act.





No revisions or amendments have been made to any portion of the Original Filing other than Item 15 of Part IV. This Amendment No. 1 does not otherwise update information in the Original Filing to reflect facts or events occurring subsequent to the date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing.








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PART IV





Item 15.  Exhibits, Financial Statement Schedules





(a)  The following documents are filed as part of this report:





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|(1) | The following financial statements of the registrant and report of independent registered public accounting firm are included in Item 8 of the Original Filing:




Report of Independent Registered Public Accounting Firm*Consolidated Balance Sheets*Consolidated Statements of Operations*Consolidated Statements of Cash Flows*Consolidated Statements of Changes in Shareholders' Equity (Deficit) and Redeemable Stock*Notes to Consolidated Financial Statements*


* Previously filed with the Original Filing





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|(2) | The audited financial statements of Evolent Health LLC required by Rule 3-09 of Regulation S-X were provided as Exhibit 99.1 to the Original Filing and incorporated herein by reference.*

* Previously filed with the Original Filing





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|(3) | All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission either have been included in the financial statements referenced in Item 15(a)(1) above, are not required under the related instructions, or are not applicable and therefore have been omitted.




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|(4) | The Exhibits are listed in the Index to Exhibits beginning on page E-1, which is incorporated herein by reference.




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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.





Evolent Health, Inc.By:/s/ Nicholas McGraneName:Nicholas McGraneTitle:Chief Financial Officer





Dated: April 1, 2016











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EVOLENT HEALTH, INC.


Exhibit Index





Exhibit No.Description3.1Amended and Restated Certificate of Incorporation of Evolent Health, Inc., filed as Exhibit 3.1 to the Company’sReport on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by reference3.2Amended and Restated By-laws of Evolent Health, Inc., filed as Exhibit 3.2 to the Company’s Report on Form 8-Kfiled with the SEC on June 10, 2015, and incorporated herein by reference4.1Form of Class A common stock certificate, filed as Exhibit 4.1 to Amendment No. 1 to the Company’s RegistrationStatement on Form S-1 filed with the SEC on May 18, 2015, and incorporated herein by reference4.2Registration Rights Agreement, dated as of June 4, 2015, by and among Evolent Health, Inc., TPG Growth II BDH,L.P., TPG Eagle Holdings, L.P., UPMC, The Advisory Board Company and Ptolemy Capital, LLC, filed asExhibit 4.1 to the Company’s Report on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein byreference10.1Second Amended and Restated Operating Agreement of Evolent Health LLC, dated as of January 6, 2014, filed asExhibit 10.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 5, 2015, andincorporated herein by reference10.2Third Amended and Restated Operating Agreement of Evolent Health LLC, dated June 4, 2015, filed as Exhibit10.3 to the Company’s Report on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein byreference10.3Income Tax Receivables Agreement, dated as of June 4, 2015, by and among Evolent Health, Inc., EvolentHealth LLC and certain stockholders of Evolent Health, Inc., filed as Exhibit 10.4 to the Company’s Report onForm 8-K filed with the SEC on June 10, 2015, and incorporated herein by reference10.4Exchange Agreement, dated June 4, 2015, by and among Evolent Health, Inc., Evolent Health LLC, TPG EagleHoldings, L.P., The Advisory Board Company and Ptolemy Capital, LLC, filed as Exhibit 10.2 to the Company’sReport on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by reference10.5Amended and Restated Master Investors’ Rights Agreement among Evolent Health Holdings, Inc., EvolentHealth LLC and the Investors named herein, dated as of January 6, 2014, filed as Exhibit 10.6 to the Company’sRegistration Statement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference10.6Stockholders Agreement, dated as of June 4, 2015, by and among Evolent Health, Inc., TPG Growth II BHD, L.P.,TPG Eagle Holdings, L.P., UPMC and the Advisory Board Company, filed as Exhibit 10.1 to the Company’sReport on Form 8-K filed with the SEC on June 10, 2015, and incorporated herein by reference10.7+VPHealth, Inc. 2011 Equity Incentive Plan, filed as Exhibit 10.8 to the Company’s Registration on Form S-1 filedwith the SEC on May 5, 2015, and incorporated herein by reference10.8+Amendment No. 1 to the Evolent Health, Inc. 2011 Equity Incentive Plan, filed as Exhibit 10.9 to the Company’sRegistration Statement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference10.9+Evolent Health, Inc. 2015 Omnibus Equity Incentive Plan, filed as Exhibit 10.9 to Amendment No. 1 to theCompany’s Registration Statement on Form S-1 filed with the SEC on May 18, 2015, and incorporated herein byreference10.10+Form of Executive Officer Option Award Agreement under the Evolent Health, Inc. 2015 Omnibus IncentiveCompensation Plan, filed as Exhibit 10.5 to the Company’s Report on Form 8-K filed with the SEC on June 10,2015, and incorporated herein by reference10.11+Form of Executive Officer Restricted Stock Unit Award Agreement under the Evolent Health, Inc. 2015Omnibus Incentive Compensation Plan, filed as Exhibit 10.6 to the Company’s Report on Form 8-K filed with theSEC on June 10, 2015, and incorporated herein by reference10.12+Form of Non-Employee Director Restricted Stock Unit Award Agreement under the Evolent Health, Inc., 2015Omnibus Incentive Compensation Plan, filed as Exhibit 10.7 to the Company’s Report on Form 8-K filed with theSEC on June 10, 2015, and incorporated herein by reference10.13+Form of Non-Qualified Stock Option Agreement under the Evolent Health, Inc. 2011 Equity Incentive Plan,filed as Exhibit 10.8 to the Company’s Report on Form 8-K filed with the SEC on June 10, 2015, and incorporatedherein by reference10.14+Consulting Agreement by and between Evolent Health LLC and NCP, Inc., dated as of March 12, 2014, filed asExhibit 10.11 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 5, 2015, andincorporated herein by reference10.15†Amended and Restated HealthPlaNet Technology License Agreement between UPMC and Evolent Health, Inc.,


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dated as of June 27, 2013, filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 filed withthe SEC on May 5, 2015, and incorporated herein by reference10.16†Amended and Restated Intellectual Property License and Development Services Agreement between UPMC andEvolent Health, Inc., dated as of June 27, 2013, filed as Exhibit 10.13 to the Company’s Registration Statement onForm S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference10.17†Second Amended and Restated Reseller, Services and Non-Competition Agreement between UPMC HealthPlan, Inc. and Evolent Health, Inc., dated as of June 27, 2013, filed as Exhibit 10.14 to the Company’s RegistrationStatement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference10.18Amended and Restated Intellectual Property License and Data Access Agreement by and between The AdvisoryBoard Company and Evolent Health, Inc., dated as of June 27, 2013, filed as Exhibit 10.15 to the Company’sRegistration Statement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference10.19Amended and Restated Services, Reseller and Non-Competition Agreement by and between The Advisory BoardCompany and Evolent Health, Inc., dated as of June 27, 2013, filed as Exhibit 10.16 to the Company’s RegistrationStatement on Form S-1 filed with the SEC on May 5, 2015, and incorporated herein by reference10.20†First Amendment to the Amended and Restated Services, Reseller and Non-Competition Agreement by and betweenThe Advisory Board Company and Evolent Health LLC, dated as of May 1, 2015, filed as Exhibit 10.17 to theCompany’s Registration Statement on Form S-1 filed with the SEC on May 5, 2015 and incorporated herein byreference10.21Deed of Lease by and between North Glebe Office, L.L.C. and Evolent Health, Inc., dated as of July 31, 2012, filedas Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed with the SEC on May 5, 2015, andincorporated herein by reference10.22First Amendment to Deed of Lease by and between North Glebe Office, L.L.C. and Evolent Health, Inc., dated asof March 1, 2013, filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 filed with the SECon May 5, 2015, and incorporated herein by reference10.23Second Amendment to Deed of Lease by and between North Glebe Office, L.L.C. and Evolent Health, Inc., dated asof April 1, 2014, filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1 filed with the SECon May 5, 2015, and incorporated herein by reference10.24Form of Director Indemnification Agreement, filed as Exhibit 10.20 to Amendment No. 2 to the Company’sRegistration Statement on Form S-1 filed with the SEC on May 26, 2015, and incorporated herein by reference21.1Subsidiaries of Evolent Health, Inc., filed as Exhibit 21.1 to Amendment No. 1 to the Company’s RegistrationStatement on Form S-1 filed with the SEC on May 18, 2015 and incorporated herein by reference23.1*Consent of Independent Registered Public Accounting Firm31.1*Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 200231.2*Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 200231.3Certification of the Chief Executive Officer pursuant to section 302 of the Sarbanes-Oxley Act of 200231.4Certification of the Chief Financial Officer pursuant to section 302 of the Sarbanes-Oxley Act of 200232.1**Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 200232.2**Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906of the Sarbanes-Oxley Act of 200299.1*Audited Financial Statements of Evolent Health LLC101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Extension Schema Document101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document101.LAB*XBRL Taxonomy Extension Label Linkbase Document101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document101.DEF*XBRL Taxonomy Extension Definition Linkbase Document





*     Previously filed with the Original Filing.


**    Previously furnished with the Original Filing.


+    Constitutes a management contract or compensatory plan or arrangement.


†    The Company’s request for confidential treatment with respect to certain portions of this exhibit has been accepted.





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