Sec Form 13G Filing - MAGELLAN HEALTH INC (MGLN) filing for EVOLENT HEALTH,INC CLASS A COM (EVH) - 2023-04-26

☐

Rule 13d-1(b)

☑

Rule 13d-1(c)

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Rule 13d-1(d)

*	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.

1	NAMES OF REPORTING PERSONS
	Centene Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

Item 1(a)

Name of Issuer

Item 1(b)

Address of Issuer’s Principal Executive Offices

Item 2(a)

Name of Person Filing

(i)

Magellan Health, Inc., a Delaware corporation; and

(ii)

Centene Corporation, a Delaware corporation, which is the holder of all of the issued and outstanding shares of Magellan Health, Inc.

Item 2(b)

Address of Principal Business Office or, if None, Residence

Item 2(c)

Citizenship

Item 2(d)

Title of Class of Securities

Item 2(e)

CUSIP No.

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:

(a)

☐  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐  An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

☐  An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

☐  A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

☐  A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(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).

(j)

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

(a)

Amount Beneficially Owned:  See Item 9 of each of the cover pages.

(b)

Percent of Class:  See Item 11 of each of the cover pages.

(c)

Number of Shares as to which such person has:

(i)

Sole power to vote or direct the vote:  See Item 5 of each of the cover pages.

(ii)

Shared power to vote or direct the vote:  See Item 6 of each of the cover pages.

(iii)

Sole power to dispose or direct the disposition:  See Item 7 of each of the cover pages.

(iv)

Shared power to dispose or direct the disposition:  See Item 8 of each of the cover pages.

Item 5.

Ownership of Five Percent or Less of a Class

Item 6.

Ownership of More Than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certification

Dated:  April 26, 2023
	MAGELLAN HEALTH, INC.
	By:	/s/ Derrick Duke
		Name:	Derrick Duke
		Title:	Chief Executive Officer
	CENTENE CORPORATION
	By:	/s/ Christopher A. Koster
		Name:	Christopher A. Koster
		Title:	Executive Vice President, General Counsel and Secretary