Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. __)*
Evolent Health, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
30050B101
(CUSIP Number)
January 20, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule 13d-1(b)
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| ☑ |
Rule 13d-1(c)
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| ☐ |
Rule 13d-1(d)
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| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
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The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of the section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAMES OF REPORTING PERSONS
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Magellan Health, Inc
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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8,474,576
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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8,474,576
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,474,576
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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| 8.4%1 |
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 101,190,965 shares outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 3, 2022.
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2
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1
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NAMES OF REPORTING PERSONS
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Centene Corporation
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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8,474,576
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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8,474,576
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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8,474,576
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.4%1
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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The percentage of Class A Common Stock (as defined below in Item 2(d)) is based on 101,190,965 shares outstanding as of October 28, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 3, 2022.
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3
| Item 1(a) |
Name of Issuer
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The name of the issuer is Evolent Health, Inc. (the “Issuer”).
| Item 1(b) |
Address of Issuer’s Principal Executive Offices
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The Issuer’s principal executive offices are located at: 800 N. Glebe Road, Suite 500, Arlington, Virginia 22203.
| Item 2(a) |
Name of Person Filing
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This statement is filed by:
| (i) |
Magellan Health, Inc., a Delaware corporation, which directly holds shares of Class A Common Stock (as defined below); and
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| (ii) |
Centene Corporation, a Delaware corporation, which is the holder of all of the issued and outstanding shares of Magellan Health, Inc. and may therefore be deemed to beneficially own the Class A Common Stock
beneficially owned thereby.
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The Joint Filing Agreement among the Reporting Persons to file this Schedule 13G jointly in accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is attached as Exhibit
A herein.
| Item 2(b) |
Address of Principal Business Office or, if None, Residence
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The address of the principal business office of Magellan Health, Inc. is: 14100 Magellan Plaza, Maryland Heights, Missouri 63043.
The address of the principal business office of Centene Corporation is: 7700 Forsyth Blvd., St. Louis, Missouri 63105.
| Item 2(c) |
Citizenship
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See Item 4 of each of the cover pages.
| Item 2(d) |
Title of Class of Securities
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Class A Common Stock, par value $0.01 per share (“Class A Common Stock”).
| Item 2(e) |
CUSIP No.
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30050B101
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
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| (a) |
☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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| (b) |
☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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| (c) |
☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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4
| (d) |
☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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| (e) |
☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
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☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
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| (g) |
☐ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
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☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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| (i) |
☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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| (j) |
☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
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| Item 4. |
Ownership
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| (a) |
Amount Beneficially Owned: See Item 9 of each of the cover pages.
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| (b) |
Percent of Class: See Item 11 of each of the cover pages.
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| (c) |
Number of Shares as to which such person has:
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| (i) |
Sole power to vote or direct the vote: See Item 5 of each of the cover pages.
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| (ii) |
Shared power to vote or direct the vote: See Item 6 of each of the cover pages.
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| (iii) |
Sole power to dispose or direct the disposition: See Item 7 of each of the cover pages.
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| (iv) |
Shared power to dispose or direct the disposition: See Item 8 of each of the cover pages.
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| Item 5. |
Ownership of Five Percent or Less of a Class
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Not applicable.
| Item 6. |
Ownership of More Than Five Percent on Behalf of Another Person
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not applicable.
| Item 9. |
Notice of Dissolution of Group
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Not applicable.
| Item 10. |
Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
5
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Dated: January 27, 2023 | ||
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MAGELLAN HEALTH, INC.
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By:
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/s/ Derrick Duke
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Name: Derrick Duke
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Title: Chief Executive Officer
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CENTENE CORPORATION
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By:
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/s/ Christopher A. Koster
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Name: Christopher A. Koster
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Title: Executive Vice President, General Counsel and Secretary
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Exhibit A
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
In accordance with Rule 13d-1(k), the undersigned acknowledge and agree that the foregoing statement on Schedule 13G with respect to the Class A common stock, par value $0.01 per share, of Evolent Health, Inc., is
filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned
acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning such person contained herein or therein, but shall not be responsible for the completeness
and accuracy of the information concerning the others, except to the extent that such person knows or has reason to believe that such information is inaccurate.
| Dated this 27th day of January 2023. | ||
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MAGELLAN HEALTH, INC.
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By:
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/s/ Derrick Duke
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Name: Derrick Duke
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Title: Chief Executive Officer
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CENTENE CORPORATION
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By:
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/s/ Christopher A. Koster
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Name: Christopher A. Koster
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Title: Executive Vice President, General Counsel and Secretary
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