SecProbe.io

Mail Stop 3233

September 28, 2016

VIA E -MAIL
Mr. Nicholas McGrane
Chief Financial Officer
Evolent Health, Inc.
800 N. Glebe Road, Suite 500
Arlington, Virginia 22203

Re: Evolent  Health, Inc.
 Form 8-K dated August 4, 2016
Filed August 4, 2016
File No. 001 -37415

Dear Mr. McGrane :

We have limited our review of your filing to those issues w e have addressed in our
comment .  In our comment , we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have  additional comments.

FORM 8 -K FILED ON AUGUST 4, 2016

Exhibit 99.1

1. Reference is made to your disclosures on page 12 related to the calculation of adjusted
weighted -average common shares to include all dilutive or potentially dilutive shares
over the respective periods including in periods of loss.  It appears these adjustments to
weighted -average common shares have an a nti-dilutive effect due to the losses you
incurred on an adjusted basis,  which substitutes an individually tailored accounting
principle for the one in GAAP.  Please remove this presentation in future earnings
releases.  See Question 100.0 4 of the updated Non-GAAP Compliance and Disclosure
Interpretations  issued on May 17, 2016 .

Nicholas McGrane
 Evolent Health, Inc.
 September  28, 201 6
 Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fili ng to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comment , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Wilson K. Lee at (202) 551 – 3468, Lyn Shenk at (202) 551 – 3380, or
me at (202) 551 - 3486 with any questions.

Sincerely,

 Daniel L. Gordon

        Daniel L. Gordon
Senior Assistant Chief Accountant
Office of Real Estate and
Commodities