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SEC Company Response from Evolent Health, Inc. (EVH) (CIK 0001628908) (EVH) — Aug 11, 2016

Evolent Health, Inc. (EVH) (CIK 0001628908)
Date: Aug. 11, 2016 · CIK: 0001628908 · Accession: 0001193125-16-678928

AI Filing Summary & Sentiment

File numbers found in text: 333-212709

Date
August 11, 2016
Author
Not clearly detected
Form
CORRESP
Company
Evolent Health, Inc. (EVH) (CIK 0001628908)

Letter

Re: Evolent Health, Inc.

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Sandra B. Hunter

Division of Corporation Finance

August 11, 2016

Registration Statement on Form S-3

Filed July 28, 2016

Registration No. 333-212709

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Evolent Health, Inc. (the “Company”) hereby respectfully requests acceleration of the effective date of the above-referenced Registration Statement to 4:00 p.m. Eastern time on Friday, August 12, 2016, or as soon as thereafter practicable.

In making this request, the Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform William V. Fogg at (212) 474-1131 or Elizabeth A. Morgan at (212) 474-1474, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

Very truly yours,
Evolent Health, Inc.

Show Raw Text
CORRESP
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filename1.htm

CORRESP

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
Sandra B. Hunter

Division of Corporation Finance

 August 11, 2016

Re:
Evolent Health, Inc.

Registration Statement on Form S-3

Filed July 28, 2016

Registration No. 333-212709

 Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Evolent Health, Inc. (the “Company”) hereby respectfully
requests acceleration of the effective date of the above-referenced Registration Statement to 4:00 p.m. Eastern time on Friday, August 12, 2016, or as soon as thereafter practicable.

In making this request, the Company acknowledges that:

•

should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform William V.
Fogg at (212) 474-1131 or Elizabeth A. Morgan at (212) 474-1474, and then send written confirmation to the addressees listed on the cover of the Registration Statement.

 Very truly yours,

 Evolent Health, Inc.

 By:

/s/ Jonathan Weinberg

 Name: Jonathan Weinberg

 Title:   General Counsel