Amended Report of Proposed Sale of Securities (144/a)
08 Maio 2023 - 5:58PM
Edgar (US Regulatory)
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Form 144 Filer Information
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
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Form 144/A |
144/A: Issuer Information
| Name of Issuer | Evolent Health, Inc. |
| SEC File Number | 001-37415 |
| Address of Issuer | 800 North Glebe Road, Suite 500
Arlington
VIRGINIA
22203 |
| Phone | 5713896000 |
| Name of Person for Whose Account the Securities are To Be Sold | UPMC |
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See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
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| Relationship to Issuer | - Stockholder
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144/A: Securities Information
| Record | Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|
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#1 | Class A Common Shares | JP Morgan Securities
390 Madison Avenue
6th Floor
New York
NEW YORK
10017 | 1,180,153 | $405,984,434 | 112,667,704 | 05/08/2023 | NYSE |
144/A: Securities To Be Sold
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Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
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| Record | Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
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#1 | Class A Common Shares | 06/05/2015 | Private Investment as Founding Stockholder | Issuer | ☐ |
—
| 14,726,172 | 06/05/2015 | Cash and Convertable Note |
| * If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
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144/A: Securities Sold During The Past 3 Months
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Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
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| Record | Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
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#1 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/03/2023 | 3,586 | $118,378 |
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#2 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/09/2023 | 1,200 | $39,600 |
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#3 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/13/2023 | 200 | $6,600 |
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#4 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/14/2023 | 42,991 | $1,420,423 |
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#5 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/15/2023 | 106,000 | $3,551,509 |
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#6 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/16/2023 | 128,481 | $4,358,911 |
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#7 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/17/2023 | 16,025 | $530,626 |
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#8 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/23/2023 | 426,000 | $14,747,140 |
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#9 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/24/2023 | 200,186 | $6,981,126 |
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#10 | UPMC
U.S Steel Tower
600 Grant Steet, Suite 5838
Pittsburgh
PENNSYLVANIA
15219 | Class A Common Shares | 02/27/2023 | 2,768,764 | $92,199,841 |
144/A: Remarks and Signature
| Remarks | Amendment - Corrected Gross proceeds for 02/23/2023 Sale |
| Date of Notice | 05/08/2023 |
ATTENTION: |
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The person for whose account the securities to which this notice relates are to be sold hereby represents by signing
this notice that he does not know any material adverse information in regard to the current and prospective
operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has
adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by
signing the form and indicating the date that the plan was adopted or the instruction given, that person makes
such representation as of the plan adoption or instruction date.
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| Signature | /s/ J.P. Morgan Securities LLC as agent and attorney-in-fact for UPMC |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) |
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