SecProbe.io

January 21 , 2015

Via E -mail
Jonathan Weinberg , General Counsel
Evolent Health, Inc.
800 N. Glebe Road
Suite 500
Arlington, VA 22203

Re: Evolent Health, Inc.
Draft Re gistration Statement on Form S -1
Submitted December 23, 2014
 CIK No. 0001628908

Dear Mr. Weinberg :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or  publicly  filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is  appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amended draft registration statement or filed registration statement,  we may have additional
comments.

General

1. Please revise your filing to include financial statements of the registrant, Evolent Health,
Inc.

2. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized t o do so on your
behalf , present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications .

Jonathan Weinberg , General Counsel
Evolent Health, Inc.
January 21, 2015
Page 2

 Market data and industry forecasts and projections, page ii

3. We note your disclosure on p age iii that you “believe the data others have compiled are
reliable, but we have not independently verified the accuracy of this information.”  Please
clarify that this disclaimer applies to third party data and not data provided by your
existing investor s or affiliates.  Further, please identify throughout your document, as
applicable, any market data, industry forecast or projections provided by your existing
investors or affiliates.

4. We note your statement on page 3 that you believe your total market op portunity is over
$10 billion today.  Please provide us with support for such statement as well as all
quantitative and qualitative business and industry data used in the registration
statement.   Clearly mark the specific language in the supporting materia ls that supports
each statement.   The requested information should be filed as EDGAR correspondence
or, alternatively, should be sent in paper form accompanied by a cover letter indicating
that the material is being provided pursuant to Securities Act Rule  418 and that such
material should be returned to the registrant upon completion of the staff review process.

Prospectus Summary, page 1

5. We note the summary discussion of your competitive strengths relating to your
comprehensive technology platform and y our partnership -driven business model as well
as your growth opportunities.  Please balance this discussion and revise the summary to
more specifically describe the most significant risks associated with this offering and
your business, including, without limitation, your history of net losses, your reliance on
your top four customers by revenue, which accounted for over 75% of your revenue for
the nine months ended September 30, 2014, the significant upfront costs incurred in your
customer relationships an d your intention to be a controlled company.

Company Overview, page 1

6. We note your disclosure on page 1 that your “purpose -built platform powered by [y]our
technology, proprietary processes and integrated services, enables providers to migrate
their economic orientation from fee -for-service, or FFS, reimbursement to value -based
payment models.”  Please revise to more specifically describe how you generate
revenues, including the specific terms of your contracts, the number of customers and the
costs associated in providing your services, including any upfront costs.  In addit ion,
please revise to limit your use of industry jargon.  For example only, please clarify what
you mean by “value -based payment model,” “value -based care,” “accountable care
organization,” and “premium dollar.”

Jonathan Weinberg , General Counsel
Evolent Health, Inc.
January 21, 2015
Page 3

 7. We note your references throughout the p rospectus to your partners.  Please more
specifically describe these relationships, including material contract terms and costs
associated with your partnerships, and clarify, as applicable, how such partners are
different than customers.

Our history and the reorganization …, page 9

8. We note the chart on page 9.  Please identify the partners that will hold your securities
and ensure that the chart is legible.  In addition, please provide us a chart of your
structure before the reorganization.

Summary Fin ancial and Operational Data

Evolent Health Holdings, Inc., pages 16 to 18

9. Please revise the headings to label Evolent Health Holdings, Inc. as predecessor and
Evolent Health, Inc. as successor.

Exclusivity and right of first refusal …, page 23

10. We note your disclosure that certain “partner and founder contracts include exclusivity
and right of first refusal clauses.”  In your Business section or elsewhere as appropriate,
please provide more detail regarding the contracts that contain these clauses and th eir
impact on your operations.  For example only, please disclose the entities with which you
have these contracts and whether there are time, geographic, or other limitations.

Unaudited pro forma consolidated financial information

General, page 62

11. We n ote your disclosure that the offering reorganization will be accounted for as a
business combination using the ac quisition method of accounting.  Please tell us whether
a common control relationship exists among the entities involved in the reorganization
transactions and the basis for your conclusion.

Notes to unaudited pro forma consolidated financial information

Unaudited pro forma consolidated balance sheet – As of September 30, 2014

1. Offering Reorganization and Other Adjustments, page 67

12. Please p rovide us with a more detailed description of transactions through which Evolent
Health, Inc. will gain control of Evolent Health Holdings, Inc. and Evolent Health
LLC.   Your response should include, but not be limited to, an explanation of why Evolent

Jonathan Weinberg , General Counsel
Evolent Health, Inc.
January 21, 2015
Page 4

 Health, Inc. will recognize Goodwill and a consolidation gain as a result of the offering
reorganization.   Cite any relevant accounting literature in your response.

Management’s Discussion and Analysis, page 75

13. We note your statement on page 20 regarding yo ur four largest partners.  Please revise
your disclosure to more specifically describe these relationships and, as applicable, your
reliance upon them.  Please file the agreements with your significant partners in
accordance with Item 601(b)(10) of Regulat ion S -K, or tell us why you do not believe
you are required to file these agreements.

14. We note your disclosure regarding transformation and platform and operations revenue.
Please more describe specifically describe the nature of the variable fee structur e for the
platform and operations stage, including whether such contracts are terminable at will by
either party.

Business, page 95

General

15. Please revise your discussion to address the discl osure requirements under Item 1 01
(c)(1)(vii) of Regulation S-K.

Management, page 110

16. Please briefly  describe the specific experience, qualifications, attributes or skills that led
to the conclusion that each named person should serve as a director.  Refer to Item 401(e)
of Regulation S -K.

17. We note that it appears that you intend to have a separate principal accounting officer.
Please ensure that you provide disclosure regarding the experience of this individual in
accordance with Item 401 of Regulation S -K.

Certain Relationships and Related Party Transact ions, page 122

Consulting Agreement , page 12 4

18. Please revise your disclosure to identify the entity with which you have entered into a
consulting agreement.

Jonathan Weinberg , General Counsel
Evolent Health, Inc.
January 21, 2015
Page 5

 Financial Statements of Evolent Health LLC

Independent Auditor’s Report, page F -2

19. It appears that you consider Evolent Heal th LLC to be your predecessor.  As such, please
have your independent auditor’s revise their report to make reference to PCAOB
standards or explain to us why no revision is necessary.

Balance Sheets, page F -3

20. Please tell us the specific features or agreement terms that require you to present your
redeemable preferred units within the mezzanine section of the balance sheet.   Please
apply this comment to Evolent Health Holdings, Inc. as it relates to the preferred stock  of
that entity.

Note 2. Summary of Significant Accounting Policies

Revision of Prior Period Amounts, pages F -7 to F -8

21. We note your disclosure related to the “revision” to your December 31, 2013 and
September 30, 2013 financial statements.   Please revis e your financial statements to
characterize these adjustments as a “restatement” and to comply with all the disclosure
requirements of ASC Topic 250 -50-7.  In addition, please label the column headings in
your respective financial statements for fiscal 201 3 as restated and have your auditors
update their audit report accordingly.   Please apply this comment to Evolent Health
Holdings, Inc. and to the financial information included in other sections of your Form S -
1 (including, but not limited to the informat ion on pages 15 and 16) in an amended filing.

Revenue Recognition, pages F -9 to F -10

22. We note your disclosure related to arrangements with multiple deliverables.   Please tell
us if multiple deliverable arrangements are significant to your overall  revenues .
Further,   tell us how you have met the disclosure requirements of Section 605 -25-50-2 of
the Accounting Standards Codification as it relates to multiple -element arrangements you
have (whether it be based upon multiple services provided or a combination o f products
and services provided to your members/customers) that can impact the timing or amount
of revenues to be recognized. Please apply this comment to Evolent Health Holdings, Inc.

23. Relating to potential refunds on platform and operations, please clar ify if the full
potential refund, which you defer by policy, is an estimated amount or whether this
amount is a known.

Jonathan Weinberg , General Counsel
Evolent Health, Inc.
January 21, 2015
Page 6

 Financial Statements of Evolent Health Holding, Inc.

Reorganization, pages F -39 to F -40

24. We note your disclosure that the September  2013 reorganization transaction was a
transaction amongst entities with a high degree of common ownership and that the
economic and voting interest in holdings, and ultimately in Evolent LLC were the same
both before and subsequent to the Reorganization.   Please explain in sufficient detail, and
in light of the above, how you determined that is was appropriate to deconsolidate
Evolent LLC as a result of this transaction and how you calculated the gain on
deconsolidation.   In your response, please specifica lly address whether there were any
changes in control over key decision making activities at Evolent LLC that support the
deconsolidation and , if there were such changes, how  you reconcile those changes with
your indication that economic and voting interes ts in Evolent LLC were the same both
before and after the Reorganization.

You may contact Howard Efron  at (202)551 -3439 or Robert Telewicz  at (202)551 -3438
if you have questions regarding comments on the financial statements and re lated matters.
Please contact Stacie Gorman at (202)551 -3585  or me at (202)551 -3401 with any other
questions.

Sincerely,

        /s/ Jennifer Gowetski

Jennifer Gowetski
        Special Counsel

cc: William V. Fogg, Esq. ( via e -mail)