EVH

SEC source: 0001232583-17-000001 · primary_doc.xml · nonDerivative · entry 2

WIGGINTON STEVE · CIK 0001232583 · CEO, Valence Health

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 365,692

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2016.

F2 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $20.00-$20.25, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001232583-17-000001 · primary_doc.xml · nonDerivative · entry 1

WIGGINTON STEVE · CIK 0001232583 · CEO, Valence Health

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 371,692

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2016.

SEC source: 0001204938-17-000001 · primary_doc.xml · nonDerivative · entry 2

WILLIAMS FRANK J · CIK 0001204938 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,333,843

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2016.

F3 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $20.00-$20.275, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001204938-17-000001 · primary_doc.xml · nonDerivative · entry 1

WILLIAMS FRANK J · CIK 0001204938 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,350,143

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 13, 2016.

F2 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $20.00-$20.30, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001643346-17-000003 · primary_doc.xml · nonDerivative · entry 1

Blackley Seth · CIK 0001643346 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 850,944

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2016.

F2 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $18.55-$19.45, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0000950157-17-000198 · form4.xml · derivative · entry 2

McGrane Nicholas · CIK 0001643086 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 38,297

Underlying: Class A Common Stock · 38,297 shares

Expires 2027-02-01

F3 · derivative.exercise_date: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000198 · form4.xml · nonDerivative · entry 1

McGrane Nicholas · CIK 0001643086 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 132,413

F1 · security: Represents restricted stock units granted to Mr. McGrane pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation plan.

F2 · shares: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000200 · form4.xml · derivative · entry 2

Weinberg Jonathan · CIK 0001642833 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,255

Underlying: Class A Common Stock · 12,255 shares

Expires 2027-02-01

F3 · derivative.exercise_date: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000200 · form4.xml · nonDerivative · entry 1

Weinberg Jonathan · CIK 0001642833 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 71,385

F1 · security: Represents restricted stock units granted to Mr. Weinberg pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation plan.

F2 · shares: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000201 · form4.xml · derivative · entry 2

WILLIAMS FRANK J · CIK 0001204938 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 137,868

Underlying: Class A Common Stock · 137,868 shares

Expires 2027-02-01

F3 · derivative.exercise_date: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000201 · form4.xml · nonDerivative · entry 1

WILLIAMS FRANK J · CIK 0001204938 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,366,443

F1 · security: Represents restricted stock units granted to Mr. Williams pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation plan.

F2 · shares: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000199 · form4.xml · derivative · entry 2

Stone Lydia · CIK 0001654824 · Principal Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,127

Underlying: Class A Common Stock · 6,127 shares

Expires 2027-02-01

F3 · derivative.exercise_date: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000199 · form4.xml · nonDerivative · entry 1

Stone Lydia · CIK 0001654824 · Principal Accounting Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 10,474

F1 · security: Represents restricted stock units granted to Ms. Stone pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation plan.

F2 · shares: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000197 · form4.xml · derivative · entry 2

Blackley Seth · CIK 0001643346 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 91,912

Underlying: Class A Common Stock · 91,912 shares

Expires 2027-02-01

F3 · derivative.exercise_date: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000197 · form4.xml · nonDerivative · entry 1

Blackley Seth · CIK 0001643346 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 865,944

F1 · security: Represents restricted stock units granted to Mr. Blackley pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation plan.

F2 · shares: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000196 · form4.xml · derivative · entry 2

Peterson Thomas III · CIK 0001643498 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 30,637

Underlying: Class A Common Stock · 30,637 shares

Expires 2027-02-01

F3 · derivative.exercise_date: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0000950157-17-000196 · form4.xml · nonDerivative · entry 1

Peterson Thomas III · CIK 0001643498 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 391,322

F1 · security: Represents restricted stock units granted to Mr. Peterson pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation plan.

F2 · shares: Securities vest at a rate of 25% annually beginning February 1, 2018.

SEC source: 0001643346-17-000002 · primary_doc.xml · nonDerivative · entry 1

Blackley Seth · CIK 0001643346 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 824,848

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2016.

F2 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $17.375-$18.05, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001643346-17-000001 · primary_doc.xml · nonDerivative · entry 2

Blackley Seth · CIK 0001643346 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 839,848

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2016.

F3 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $18.55-$19.00, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001643346-17-000001 · primary_doc.xml · nonDerivative · entry 1

Blackley Seth · CIK 0001643346 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 854,848

F1 · kind: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 9, 2016.

F2 · price: The price reported in Column 4 is a weighted average. These shares were sold in multiple transactions at prices ranging from $17.00-$17.20, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001672282-16-000002 · primary_doc.xml · nonDerivative · entry 1

D'Amato Michael · CIK 0001672282 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,183

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $17.04 to $17.44, inclusive. The reporting person undertakes to provide to Evolent Health, Inc., any security holder of Evolent Health, Inc., or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001209191-16-142425 · doc4.xml · nonDerivative · entry 1

ADVISORY BOARD CO · CIK 0001157377 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,128,167

SEC source: 0001644244-16-000003 · primary_doc.xml · nonDerivative · entry 1

UPMC · CIK 0001644244 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 11,862,221

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000903423-17-000120 · tpgrowthadii4evolent.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,316,621

Underlying: Class A Common Stock · 317,023 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · security: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · security: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.exercise_price: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F4 · price: On September 22, 2016, TPG Eagle exchanged 317,023 Class B Units (along with 317,023 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_date: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.expiration_date: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · ownership.nature: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,316,621 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,316,621 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000903423-17-000120 · tpgrowthadii4evolent.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,698,300

F1 · price: The price represents the public offering price of $22.50 per share of Class A common stock (the "Class A Shares") of Evolent Health, Inc. ("the Issuer") less the underwriters' discount of $0.96 per Class A Share.

F5 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,698,300 Class A Shares.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000903423-17-000120 · tpgrowthadii4evolent.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 2,073,112

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F4 · price: On September 22, 2016, TPG Eagle exchanged 317,023 Class B Units (along with 317,023 Class B Shares) for Class A Shares on a one-for-one basis.

F5 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,698,300 Class A Shares.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001209191-16-141432 · doc4.xml · nonDerivative · entry 1

ADVISORY BOARD CO · CIK 0001157377 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,445,879

SEC source: 0000950157-16-002178 · form4.xml · nonDerivative · entry 1

Pomeroy Chad · CIK 0001642787 · Chief Technology Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 286,370

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000950157-16-002176 · form4.xml · derivative · entry 3

McGrane Nicholas · CIK 0001643086 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 278,795

Underlying: Class A Common Stock · 21,205 shares

Expires 2024-10-22

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: The Class A Common Stock Options exercised vested on November 1, 2015. One fourth of the Class A Common Stock Options granted to the reporting person on October 22, 2014 vested on November 1, 2015; the balance vested or vests at a rate of 6.25% as of the end of each three-month period immediately thereafter during the period beginning on the day following the first anniversary of the grant date.

SEC source: 0000950157-16-002176 · form4.xml · nonDerivative · entry 2

McGrane Nicholas · CIK 0001643086 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 115,290

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000950157-16-002176 · form4.xml · nonDerivative · entry 1

McGrane Nicholas · CIK 0001643086 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 136,495

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000950157-16-002179 · form4.xml · nonDerivative · entry 1

Thornton Dave · CIK 0001642789 · Chief Talent Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 95,457

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000950157-16-002180 · form4.xml · derivative · entry 3

Weinberg Jonathan · CIK 0001642833 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 117,661

Underlying: Class A Common Stock · 10,339 shares

Expires 2024-04-01

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: The Class A Common Stock Options exercised vested on February 1, 2015. One fourth of the Class A Common Stock Options granted to the reporting person on April 1, 2014 vested on February 1, 2015; the balance vested or vests in equal installments annually over the following three years.

SEC source: 0000950157-16-002180 · form4.xml · nonDerivative · entry 2

Weinberg Jonathan · CIK 0001642833 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 65,906

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000950157-16-002180 · form4.xml · nonDerivative · entry 1

Weinberg Jonathan · CIK 0001642833 · General Counsel

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 76,245

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0000950157-16-002181 · form4.xml · nonDerivative · entry 1

WIGGINTON STEVE · CIK 0001232583 · Chief Development Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 359,692

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000950157-16-002174 · form4.xml · nonDerivative · entry 1

WILLIAMS FRANK J · CIK 0001204938 · Director · Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,304,799

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000950157-16-002177 · form4.xml · nonDerivative · entry 1

Peterson Thomas III · CIK 0001643498 · Chief Operating Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 377,623

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000950157-16-002175 · form4.xml · nonDerivative · entry 1

Blackley Seth · CIK 0001643346 · President

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 869,848

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.

SEC source: 0000903423-16-001267 · tpgrowthadii4.xml · derivative · entry 3

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 9,633,644

Underlying: Class A Common Stock · 1,656,024 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · security: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · security: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.exercise_price: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.exercise_price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F3 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F4 · price: On September 14, 2016, TPG Eagle exchanged 1,656,024 Class B Units (along with 1,656,024 Class B Shares) for Class A Shares on a one-for-one basis.

F2 · derivative.exercise_date: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.exercise_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · derivative.expiration_date: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · derivative.expiration_date: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F2 · ownership.nature: TPG Eagle Holdings, L.P. ("TPG Eagle") holds an aggregate of 9,633,644 Class B Common Units (the "Class B Units") of Evolent Health LLC and 9,633,644 shares of Class B Common Stock (the "Class B Shares") of the Issuer.

F3 · ownership.nature: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000903423-16-001267 · tpgrowthadii4.xml · nonDerivative · entry 2

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 1,756,089

F1 · price: The price represents the public offering price of $22.50 per share of Class A common stock (the "Class A Shares") of Evolent Health, Inc. ("the Issuer") less the underwriters' discount of $0.96 per Class A Share.

F5 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,756,089 Class A Shares.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0000903423-16-001267 · tpgrowthadii4.xml · nonDerivative · entry 1

TPG Growth II Advisors, Inc. · CIK 0001631279 · 10% owner

BONDERMAN DAVID · CIK 0000860866 · 10% owner

COULTER JAMES G · CIK 0001099776 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 4,040,660

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Pursuant to the terms of the Exchange Agreement dated as of June 4, 2015 by and among the Issuer, Evolent Health, LLC and the holders from time to time of Class B Units listed in Exhibit A thereto (the "Exchange Agreement"), TPG Eagle may exchange all or a portion of its Class B Units (along with a corresponding number of its Class B Shares) at any time for Class A Shares on a one-for-one basis initially, subject to adjustment pursuant to the terms of the Exchange Agreement and the Third Amended and Restated Operating Agreement entered into on June 4, 2015 among the Issuer, The Advisory Board Company, TPG Eagle and Ptolemy Capital, LLC as members. The right to exchange is not subject to an expiration date.

F4 · price: On September 14, 2016, TPG Eagle exchanged 1,656,024 Class B Units (along with 1,656,024 Class B Shares) for Class A Shares on a one-for-one basis.

F5 · ownership.nature: TPG Growth II BDH, L.P. ("Growth II BDH" and, together with TPG Eagle, the "TPG Funds") holds an aggregate of 1,756,089 Class A Shares.

F6 · ownership.nature: David Bonderman and James G. Coulter are sole shareholders of TPG Growth II Advisors, Inc. ("Growth II Advisors" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of each of the TPG Funds.

F7 · ownership.nature: Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and TPG Fund disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or TPG Fund's pecuniary interest therein, if any.

F8 · ownership.nature: The TPG Funds have entered into a Stockholders Agreement, dated as of June 4, 2015 (as supplemented and amended, the "Stockholders Agreement"), with certain other holders (the "Holders") of Class A Shares, Class B Shares and Class B Units. Because of the relationship between the TPG Funds and the Holders as a result of the Stockholders Agreement, the Reporting Persons may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own the Class A Shares, Class B Shares and Class B Units held in the aggregate by the Holders. Each Reporting Person and each TPG Fund disclaims beneficial ownership of the Class A Shares, Class B Shares and Class B Units held by the Holders.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

SEC source: 0001644244-16-000002 · primary_doc.xml · nonDerivative · entry 1

UPMC · CIK 0001644244 · 10% owner

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 12,265,865

F1 · price: The price of $21.54 represents the public offering price of $22.50 per share of Class A Common Stock less the underwriters' discount of $0.96 per share.