Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  McGrane Nicholas
 2. Date of Event Requiring Statement (Month/Day/Year)
06/05/2015		 3. Issuer Name and Ticker or Trading Symbol
Evolent Health, Inc. [EVH]
(Last)
(First)
(Middle)
C/O EVOLENT HEALTH, INC., 800 N. GLEBE ROAD, SUITE 500		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ARLINGTON, VA 22203		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock (1) 4,092 (2)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options   (3) 10/22/2024 Class A Common Stock 300,000 $ 3.84 D  
Non-Qualified Stock Options   (4) 06/04/2025 Class A Common Stock 16,887 $ 17 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
McGrane Nicholas
C/O EVOLENT HEALTH, INC.
800 N. GLEBE ROAD, SUITE 500
ARLINGTON, VA 22203		       Chief Financial Officer  

Signatures

/s/ Nicholas McGrane 06/05/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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. McGrane pursuant to the Evolent Health, Inc. 2015 Omnibus Incentive Compensation Plan.
(2) Securities vest at a rate of 25% annually beginning June 4, 2016.
(3) Securities vest at a rate of 25% beginning October 22, 2015 and at 6.25% quarterly thereafter.
(4) Securities vest at a rate of 25% annually beginning June 4, 2016.

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

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