Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
WILLIAMS FRANK J
   2. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc. [EVH] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
C/O EVOLENT HEALTH, INC., 800 N. GLEBE ROAD, SUITE 500		 3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
(Street)

ARLINGTON, VA 22203		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock (1) 03/01/2016   A   48,685 (2) A $ 0 1,236,685 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class A Common Stock Option (right to buy) $ 10.27 03/01/2016   A   108,190     (3) 03/01/2026 Class A Common Stock 108,190 $ 0 1,347,035 D  
Class A Common Stock Option (right to buy) $ 13.35 03/01/2016   A   54,095     (4) 03/01/2026 Class A Common Stock 54,095 $ 0 1,347,035 D  
Class A Common Stock Option (right to buy) $ 16.43 03/01/2016   A   54,095     (4) 03/01/2026 Class A Common Stock 54,095 $ 0 1,347,035 D  
Class A Common Stock Option (right to buy) $ 19.51 03/01/2016   A   54,095     (4) 03/01/2026 Class A Common Stock 54,095 $ 0 1,347,035 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILLIAMS FRANK J
C/O EVOLENT HEALTH, INC.
800 N. GLEBE ROAD, SUITE 500
ARLINGTON, VA 22203		   X     Chief Executive Officer  

Signatures

 /s/ Jonathan Weinberg, Attorney-in-fact   03/03/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents restricted stock units granted to Mr. Williams pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan.
(2) Securities vest at a rate of 25% annually beginning March 1, 2017.
(3) Securities vest at a rate of 25% annually beginning March 1, 2017.
(4) Securities cannot vest before the 3rd anniversary of the grant date. No more than 50% of the securities may vest between the 3rd and 4th anniversaries of the grant date. There is unlimited vesting of the securities after the 4th anniversary of the grant date.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.