Seth Blackley - Dec 4, 2023 Form 4 Insider Report for Evolent Health, Inc. (EVH)

Signature
/s/ Jonathan Weinberg. Attorney-in-fact
Stock symbol
EVH
Transactions as of
Dec 4, 2023
Transactions value $
-$3,741,475
Form type
4
Date filed
12/6/2023, 04:49 PM
Previous filing
Jun 30, 2023
Next filing
Feb 26, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVH Class A Common Stock Options Exercise $0 +280K +56.15% $0.00 779K Dec 4, 2023 Direct F1, F2, F3
transaction EVH Class A Common Stock Sale -$707K -27.5K -3.53% $25.74 751K Dec 5, 2023 Direct F2, F4, F5, F6
transaction EVH Class A Common Stock Sale -$2.46M -92.6K -12.33% $26.61 659K Dec 5, 2023 Direct F2, F4, F5, F7
transaction EVH Class A Common Stock Sale -$570K -20.9K -3.17% $27.25 638K Dec 5, 2023 Direct F2, F4, F5, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction EVH Leveraged Restricted Stock Unit Options Exercise $0 -280K -100% $0.00* 0 Dec 4, 2023 Class A Common Stock 280K $0.00 Direct F9, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents the vesting of the leveraged stock units ("LSUs") granted to Mr. Blackley on June 4, 2020, based on the cumulative performance of the Issuer's Class A Common Stock.
F2 Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission.
F3 Since the date of the reporting person's last ownership report, Mr. Blackley transferred 284,366 shares of Evolent Health, Inc. Class A Common Stock pursuant to a domestic relations order.
F4 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 30, 2023.
F5 This number represents shares of Class A Common Stock sold to satisfy the tax withholding obligation due upon vesting of LSUs.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $25.05 to $26.04, 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.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.05 to $27.04, 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.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $27.07 to $27.42, 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.
F9 These LSUs vested on December 4, 2023.
F10 These LSUs do not expire.