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CORRESP
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CORRESP

 May 26, 2015

Evolent Health, Inc.

Registration Statement on Form S-1

File No. 333-203852

 Dear
Ms. Gowetski:

 Evolent Health, Inc. (the “Company”) has filed today with the Securities and Exchange Commission
(the “Commission”), via EDGAR, Amendment No. 2 (“Amendment No. 2”) to its Registration Statement on Form S-1 (File No. 333-203852) (the “Registration Statement”). This letter,
together with Amendment No. 2, sets forth the Company’s response to the comments contained in your letter dated May 22, 2015 (the “Comment Letter”), relating to the Registration Statement.

Set forth below in bold font are the comments of the staff of the Commission (the “Staff”) contained in the Comment Letter
and immediately below each comment is the response of the Company with respect thereto or a statement identifying the location in Amendment No. 2 of the requested disclosure or revised disclosure.

Four clean copies of Amendment No. 2 and four copies that are marked to show changes from Amendment No. 1 to the Registration
Statement are enclosed for your convenience. Page references in the Company’s responses are to pages in the marked copy of Amendment No. 2.

 The Offering, page 12

1.
Please provide a supplemental reconciliation which details how you arrive at the Class A common stock to be outstanding after reorganizing and offering 10 million Class A shares in the offering. In
your response, please have the reconciliation show how the former calculation is adjusted for each share of Class B common stock that would be outstanding should the Class B stock be exchanged into Class A.

In response to the Staff’s comment, the Company has provided the following supplemental reconciliation, which details the total number of
shares of the Company’s Class A common stock outstanding after giving pro forma effect to the offering reorganization and as further adjusted for the offering, in each case as set forth in Amendment No. 2. This reconciliation also
illustrates the potential adjustment to such total number if each outstanding share of the Company’s Class B common stock (together with each corresponding Class B common unit of Evolent Health LLC) was exchanged for a share of the
Company’s Class A common stock. The Company notes that, due to a minor change in the proposed capital structure since May 19, 2015, certain of the share numbers and percentages have changed in an immaterial respect since such date.

Evolent Health, Inc.
pro forma for offering reorganization and as
adjusted for offering

Pre-offering
reorganization

4:1
Exchange

Class A

Class B

Total

 Effect of offering reorganization:

 Common stock (exchanged for Class A common stock)

1,011,871

4

4,047,484

4,047,484

 Series A preferred stock (exchanged for Class A common stock)

3,825,000

4

15,300,000

15,300,000

 Series B preferred stock (exchanged for Class A common stock)

2,129,711

4

8,518,844

8,518,844

 Series B-1 preferred stock (exchanged for Class A common stock)

90,105

4

360,420

360,420

 Series B preferred units (exchanged for Class B common stock)

4,381,149

4

17,524,596

17,524,596

 Pro forma shares of Class A common stock and Class B common stock outstanding

11,437,836

28,226,748

17,524,596

45,751,344

 Shares offered hereby

10,000,000

10,000,000

 Pro forma for offering reorganization and as further adjusted for this offering

38,226,748

17,524,595

55,751,344

 Pro forma impact of exchanging Class B common stock for Class A common stock

17,524,595

(17,524,595
)

55,751,344

55,751,344

 2

 Dilution, page 63

2.
Please provide a calculation showing how you have arrived at pro forma net tangible book value of $(42.7) million or $(0.95) per Class A and Class B common stock as well as a calculation for the adjusted pro
forma net tangible book value per share after the offering.

 In response to the Staff’s comment, the Company has
provided the following supplemental calculation supporting the dilution calculations set forth in Amendment No. 2.

 (in thousands)

Evolent Health, Inc.
pro forma for
offering
reorganization

Evolent Health, Inc.
pro forma for offering
reorganization and as
adjusted for offering

 Total pro forma assets from pro forma balance sheet

$
768,406

$
768,406

 Less:

 Identifiable intangible assets

(166,000
)

(166,000
)

 Goodwill

(541,358
)

(541,358
)

 Deferred IPO costs

(2,400
)

(2,400
)

 Proceeds from IPO offering

—

138,159

 Total pro forma assets

58,645

196,804

 Total pro forma liabilities from pro forma balance sheet

101,370

101,370

 Less accrued IPO costs

—

(716
)

 Total pro forma liabilities

101,370

100,654

 Pro forma net tangible book value

$
(42,725
)

$
96,150

 Shares of Class A common stock pro forma for offering reorganization

27,374

27,374

 Shares of Class B common stock pro forma for offering reorganization

17,525

17,525

 Shares of Class A common stock and Class B common stock outstanding per pro forma balance sheet

44,899

44,899

 Acceleration of unvested restricted shares

—

852

 Offering

—

10,000

 Pro forma shares of Class A common stock and Class B common stock outstanding

44,899

55,751

 Pro forma net tangible book value per share

$
(0.95
)

$
1.72

 Management’s Discussion and Analysis, page 78

3.
 We note the revised disclosure on pages 20 and 79 that, as a result of an April 2015 amendment to an agreement with one of your largest partners,
you expect this partner to contribute only modestly to revenues commencing in 2017. We further note the disclosure on page F-31 that certain existing investors assumed the put option associated with this amendment and will repurchase the shares.
Please revise to (i) identify this partner, (ii) clarify the percentage of revenues generated from this partner (a) for fiscal 2014 and (b) for the three months ended March 31, 2015, (iii) quantify this partner’s
interest, and (iv) identify the investors who will

 3

repurchase the shares. In addition, please briefly explain to us the business reasons for the April 2015 amendment as well as provide a legal analysis regarding why there is no sale of these
shares by Evolent. In this regard, we note the put option was exercised on April 27, 2015, and Evolent is required to repurchase the shares pursuant to the put option.

In response to the Staff’s comment, the Company has revised the disclosure appearing on pages 20 and 81 of Amendment No. 2. The
Company also respectfully notes that the business reason for the April 2015 amendment to its long-term contract with Piedmont Healthcare, Inc. and Piedmont WellStar HealthPlans, Inc. (collectively, “Piedmont”) was a determination by
the parties, after assessing the various aspects of their relationship, to shorten the time period under the contract with respect to certain products and services provided by the Company that contributed to a majority of the revenues under the
contract and to extend the contract length for certain other products and services.

 Subsequent to the April 2015 amendment, Evolent
Health Holdings, Inc. entered into an assignment agreement with TPG Growth II BDH, L.P., TPG Eagle Holdings, L.P., The Advisory Board Company and UPMC (collectively, the “Existing Investor Assignees”), whereby the Existing Investor
Assignees irrevocably assumed Evolent Health Holdings, Inc.’s obligation under the put option to repurchase Piedmont’s shares of capital stock of Evolent Health Holdings, Inc. Each of the Existing Investor Assignees, as well as Piedmont,
acknowledged and agreed in the assignment agreement that Evolent Health Holdings, Inc. no longer had any obligation under the put option to repurchase the shares. Accordingly, Piedmont sold the shares directly to the Existing Investor Assignees.

4.
We note your disclosure on page 85 that your lives on platform grew approximately 60% from 300,078 as of March 31, 2014 to 478,893 as of March 31, 2015. We further note your disclosure on page 17 that your
platform and operations revenue is primarily based on the number of lives served by your partners under value-based arrangements. Please revise to more specifically describe how your lives on platform impact revenue and clarify whether your
contractual arrangements specify certain revenue based on lives on platform.

 In response to the Staff’s comment,
the Company has revised the disclosure appearing on page 87 of Amendment No. 2.

 Unaudited pro forma consolidated financial information

 Notes to unaudited pro forma consolidated financial information

Unaudited pro forma consolidated balance sheet – As of March 31, 2015

1. Offering Reorganization and Other Adjustments, page 70

5.
We have reviewed the supplemental materials provided on March 19, 2015. Please reconcile the $750 allocated to deferred tax assets per the purchase price adjustment footnote to the $56,290 allocated to deferred
tax liabilities per the pro forma balance sheet. Alternatively, explain to us (1) where your deferred tax assets have been classified on your pro forma balance sheet and (2) why there does not appear to be any amount allocated to deferred
tax liabilities per the purchase price allocation footnote.

 4

 In response to the Staff’s comment, the Company has provided the following supplemental
table, which reconciles the pro forma net deferred tax assets and liabilities as reflected within the pro forma balance sheet as of March 31, 2015.

 (in thousands)

 Deferred tax liabilities recognized outside of purchase accounting

$
(66,400
) (a)

 Reversal of Evolent Health Holdings, Inc.’s valuation allowance outside purchase accounting

10,434
 (a)

 Deferred tax assets acquired in purchase accounting

750
 (b)

 Pro forma net deferred tax liabilities as of March 31, 2015

(55,216
)

 Other non-current liabilities

(1,074
)

 Total pro forma non-current liabilities as of March 31, 2015

$
(56,290
)

(a)
Evolent Health Holdings, Inc. remeasured its previously held equity interests to fair value, increasing its book basis with no corresponding increase in tax basis, creating an outside basis difference. This resulted in
deferred tax liabilities of $66.4 million. As a result of recording these deferred tax liabilities, the Company will have future taxable temporary differences that will act as a source of income to support realization of existing deferred tax
assets. Accordingly, the valuation allowance of $10.4 million currently recorded against deferred tax assets related to net operating losses that exist at Evolent Health Holdings, Inc. will be reversed as it will no longer be needed. As the gain
from remeasuring its previously held investment will be reflected in net income, the corresponding net tax effect of the change in outside basis difference caused by such gain is also reflected in net income (additional expense from the creation of
the deferred tax liabilities, offset by the income from the release of the existing valuation allowance). As such, both the remeasurement gain and related income tax amounts are not included within purchase accounting, but rather will be recognized
in the statement of operations when the transaction takes place.

(b)
As part of the offering reorganization, an affiliate of TPG Growth II BDH, L.P. will merge with and into the Company, with the Company continuing as the surviving entity. The TPG affiliate has a historical deferred tax
asset of approximately $0.75 million related to net operating loss carryforwards that is being accounted for in purchase accounting. As such, it is reflected as part of the purchase price allocation adjustment. This is recorded within the
“Deferred tax liabilities, net” line item within the pro forma balance sheet as of March 31, 2015, as this is netted against the Company’s gross long-term deferred tax liabilities.

Pursuant to Regulation S-X Article 11-02(b)(6), the Company has excluded the gain and associated net income tax effects from the pro forma
statements of operations for the three months ended March 31, 2015 and the year ended December 31, 2014, but has included the impact of these adjustments within the pro forma retained earnings (accumulated deficit) on the pro forma balance
sheet as of March 31, 2015 due to the impact being one-time in nature.

 5

6.
Please tell us how you considered the guidance at 350-30-35 of the Accounting Standards Codification with respect to establishing appropriate useful lives for the amortizable intangible assets recorded within the
preliminary purchase price allocation. In your response, please be sure to reflect on the limited number of years of historical experience upon which Evolent Health LLC may rely.

In response to the Staff’s comment, the Company notes that, following the guidance contained in ASC 350-30-35, it has determined the
useful lives of its identified intangible assets based on its assessment of all the facts and circumstances, including: (i) the expected use of the asset; (ii) the expected useful life of another asset or a group of assets to which the
useful life of the intangible asset may relate; (iii) any legal, regulatory or contractual provisions that may limit the useful life; (iv) its own historical experience in renewing or extending similar arrangements (consistent with the
intended use of the asset), regardless of whether those arrangements have explicit renewal or extension provisions; (v) the effects of obsolescence, demand competition, and other economic factors (such as the stability of the industry, known
technological advances, legislative action that results in an uncertain or changing regulatory environment and expected changes in distribution channels); and (vi) the level of maintenance expenditures required to obtain the expected future
cash flows from the asset. The estimated useful lives are as follows:

 Intangible assets

Life (in years)

 Corporate trade name

20

 Customer relationships

25

 Existing technology

7

 The primary assumption used in determining the useful lives for the intangible assets from a quantitative
standpoint was the expected cash flows used in the income approach valuation models calculating the fair value of those intangible assets. The period over which substantive cash flows are projected to be generated is consistent with the useful lives
noted above. From a qualitative standpoint, the Company considered the following:

•

Corporate trade name—The long-term nature of the Company’s customer contracts supports an assertion that the Company will continue to provide its branded service for an extended period of time. The Company has
no intention of changing its trade name or branding for the foreseeable future. There is limited cost in maintaining the Company’s trade name and there are no known obsolescence factors. The Company considered whether the trade name should be
considered indefinite; however, the Company rejected that conclusion due to the relatively shorter period of time that the Company has been in existence. Accordingly, the Company concluded that 20 years was a reasonable approximation and it was
supported by the quantitative model noted above.

•

 Customer relationships—The long-term nature of the Company’s contracts, the limited ability of the Company’s customers to transition
off of the Company’s platform, and the integrated nature of its service offering support the useful life

 6

determination for customer relationships. One of the Company’s key value propositions to its investors is the long-term nature of its contracts. It is the Company’s expectation that
customers will continue their relationship with the Company for an extended period of time due to the significant level of integration between its services in their health offerings. It is difficult for the Company’s customers to switch
providers given the integrated nature of the Company’s technology, the Company’s knowledge of their plans and the overall complexities associated with the product offering. There are limited mainte