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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K/A
Amendment No. 1
_________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

August 2, 2023
Date of Report (Date of earliest event reported)   

Evolent Health, Inc.
(Exact name of registrant as specified in its charter)
_________________________

Delaware001-3741532-0454912
(State or other jurisdiction of
incorporation or organization)		Commission File Number: (I.R.S. Employer
Identification No.)
800 N. Glebe Road,Suite 500,Arlington,Virginia,22203
(Address of principal executive offices)(zip code)

  
(571) 389-6000
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report.)
_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock of Evolent Health, Inc., par value $0.01 per shareEVHNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Explanatory Note:

This Amendment No. 1 to the Current Report on Form 8-K (this “Amendment”) filed by Evolent Health, Inc. amends and restates Item 8.01 in its entirety solely to include the correct conversion rate of 55.5198 shares per $1,000 principal amount of Notes (as defined below) (instead of 54.8667 shares per $1,000 principal amount of Notes). Except for the foregoing, this Amendment does not modify or update any disclosure contained in the Original Report or its exhibits.

Item 8.01. Other Events

Evolent Health, Inc. (the “Company”) issued a notice of redemption to the holders of its outstanding 3.50% Convertible Senior Notes due 2024 (the “Notes”) on August 2, 2023, pursuant to which it will redeem the outstanding Notes for cash at a price of 100% of the principal amount of the Notes, plus accrued and unpaid interest, if any, on October 13, 2023 (the “Redemption Date”). Prior to the Redemption Date, the holders of the Notes are entitled to convert to shares of the Company’s Class A Common Stock, par value $0.01 per share (the “Common Stock”) at a rate of 55.5198 shares per $1,000 principal amount of Notes. In the event any holder delivers a conversion notice as provided in that certain Indenture dated as of August 19, 2020 (the “Indenture”) related to the Notes, the Company intends to satisfy its conversion obligation with respect to each $1,000 principal amount of Notes tendered by Physical Settlement (as defined in the Indenture). In the event such conversion would result in a fractional share of Common Stock, an amount in lieu of the fractional share based on the Daily VWAP (as defined in the Indenture) of the Common Stock on the conversion date will be paid in cash by the Company as provided in the Indenture. As of August 2, 2023, $24.3 million aggregate principal amount of the Notes is outstanding. The Company intends to fund the aggregate redemption price using cash on hand.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
                                



                            
EVOLENT HEALTH, INC.
By: /s/ Jonathan D. Weinberg
Name:Jonathan D. Weinberg
Title:General Counsel and Secretary

Date: August 4, 2023

v3.23.2
Cover Page Cover Page
Aug. 02, 2023
Document Information [Line Items]  
Title of 12(b) Security Class A Common Stock of Evolent Health, Inc., par value $0.01 per share
Entity Incorporation, State or Country Code DE
Document Type 8-K/A
Entity Registrant Name Evolent Health, Inc.
City Area Code 571
Local Phone Number 389-6000
Entity File Number 001-37415
Entity Tax Identification Number 32-0454912
Entity Address, Address Line One 800 N. Glebe Road
Entity Address, Address Line Two Suite 500
Entity Address, City or Town Arlington
Entity Address, State or Province VA
Entity Address, Postal Zip Code 22203
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Trading Symbol EVH
Security Exchange Name NYSE
Document Period End Date Aug. 02, 2023
Entity Central Index Key 0001628908
Amendment Flag false
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