FRANK J. WILLIAMS - 01 Jun 2023 Form 4 Insider Report for Evolent Health, Inc. (EVH)

Role
Director
Signature
/s/ Jonathan Weinberg, Attorney-in-fact
Issuer symbol
EVH
Transactions as of
01 Jun 2023
Transactions value $
-$2,182,212
Form type
4
Filing time
05 Jun 2023, 16:23:51 UTC
Previous filing
03 May 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction EVH Class A Common Stock Options Exercise $131K +19.1K +2.32% $6.87 839K 01 Jun 2023 Direct F1, F2
transaction EVH Class A Common Stock Options Exercise $934K +90.9K +10.84% $10.27 930K 01 Jun 2023 Direct F1, F2
transaction EVH Class A Common Stock Sale -$266K -9.09K -0.98% $29.27 921K 01 Jun 2023 Direct F1, F2, F3
transaction EVH Class A Common Stock Sale -$297K -9.97K -1.08% $29.75 911K 01 Jun 2023 Direct F1, F2, F4
transaction EVH Class A Common Stock Sale -$1.23M -41.9K -4.6% $29.26 869K 01 Jun 2023 Direct F1, F2, F5
transaction EVH Class A Common Stock Sale -$1.46M -49K -5.64% $29.74 820K 01 Jun 2023 Direct F1, F2, F6
holding EVH Class A Common Stock 66.1K 01 Jun 2023 See footnote F7

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 Class A Common Option (right to buy) Options Exercise $0 -19.1K -100% $0.00* 0 01 Jun 2023 Class A Common Stock 19.1K $6.87 Direct F1, F8
transaction EVH Class A Common Option (right to buy) Options Exercise $0 -90.9K -84.06% $0.00 17.3K 01 Jun 2023 Class A Common Stock 90.9K $10.27 Direct F1, F9
* 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 The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 26, 2022.
F2 Includes restricted stock units granted under awards reported on Table 1 of Form 4s previously filed with the Securities and Exchange Commission.
F3 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.63 to $29.62, 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.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.63 to $29.83, 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.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $28.60 to $29.59, 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.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.60 to $29.86, 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 Shares held of record by the Frank Williams Irrevocable Trust. Mr. Williams serves as the Trustee of the Frank Williams Irrevocable Trust.
F8 The Class A Common Stock Options exercised vested on February 1, 2019.
F9 The Class A Common Stock Options exercised vested on March 1, 2017, March 1, 2018, March 1, 2019, and March 1, 2020.