SEC Company Response from Evolent Health, Inc. (EVH) (CIK 0001628908) (EVH) — Jun 2, 2015
Evolent Health, Inc. (EVH) (CIK 0001628908)
Date: June 2, 2015 · CIK: 0001628908 · Accession: 0001193125-15-210291
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File numbers found in text: 333-203852
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CORRESP 1 filename1.htm Underwriter Acceleration Request J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Goldman, Sachs & Co. 200 West Street New York, New York 10282 June 2, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: Ms. Jennifer Gowetski Mr. Rahul Patel Mr. Howard Efron Mr. Robert Telewicz Re: Evolent Health, Inc. Registration Statement on Form S-1 Registration File No. 333-203852 Ladies and Gentlemen: In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Evolent Health, Inc. (the “Company”) for acceleration of the effective date of the above-named Registration Statement so that it becomes effective at 3:30 PM, Washington, D.C. time, on June 4, 2015, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Cravath, Swaine & Moore LLP, request by telephone that such Registration Statement be declared effective. Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus dated May 26, 2015: (i) Dates of distribution: May 26, 2015 through the date hereof (ii) Number of prospective underwriters to which the preliminary prospectus was furnished: 6 (iii) Number of prospectuses furnished to investors: approximately 4,334 (iv) Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent accountants, and underwriters’ counsel: approximately 160 We, the undersigned, as representatives of the several underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. Very truly yours, J.P. MORGAN SECURITIES LLC GOLDMAN, SACHS & CO. Acting severally on behalf of themselves and the several Underwriters By: J.P. MORGAN SECURITIES LLC By: /s/ David Ke Name: David Ke Title: Vice President By: GOLDMAN, SACHS & CO. By: /s/ Matt Leavitt Name: Matt Leavitt Title: Managing Director