Item 3.02. Unregistered Sales of Equity Securities.
On October 1, 2021, Evolent Health, Inc. ("EVH, Inc.") consummated the
transactions (the "Closing") contemplated by the previously announced Purchase
Agreement and Agreement and Plan of Merger (the "Merger Agreement"), dated
August 2, 2021, by and among EVH, Inc., Evolent Health LLC, EV Thunder Merger
Sub, LLC, Vital Decisions Acquisition, LLC (the "Company"), WindRose Health
Investors III, L.P. ("Seller", and together with the equityholders of the
Company, the "Seller Parties), and WindRose Health Investors, LLC, solely in its
capacity as representative as set forth therein.
Pursuant to the Merger Agreement, 1,771,219 shares of EVH, Inc.'s Class A Common
Stock ("Class A Shares") were issued to those Seller Parties who were
"accredited investors" as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended (the "Securities Act"). The issuance and sale
of Class A Shares to such Seller Parties was exempt from registration under the
Securities Act by Section 4(a)(2) thereof as a transaction not involving any
public offering. The Class A Shares issued to the Seller Parties in connection
with the Closing are restricted securities for purposes of Rule 144 under the
Securities Act and are subject to certain requirements restricting their resale,
including certain holding period requirements. EVH, Inc. did not engage in a
general solicitation or advertising with regard to the issuance and sale of the
Class A Shares that were issued in connection with the Closing.
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