This qualitative research was based on key informant interviews with administrative leaders of eight FQHCs participating in shadow primary care capitation, value-based payment(VBP. Interviews focused on the following: organizational objectives for VBP;specific approaches to implementation; expected “quadruple aim” outcomes (improved population health, clinical quality, patient experience, and reduced cost growth), facilitators, barriers,and early lessons learned. Principal Findings: The “shadow” primary care capitation (PCC) converts the encounter rate under the prior FQHC payment regime to a budget-neutral per member per month (pmpm) rate for the baseline year just prior to inception of the VBP. The first year’s and subsequent years’ pmpm rates are trended forward from the baseline year by the annual Medicare Economic Index (MEI). The pmpm rate is adjusted for seven quality performance metrics. The pmpm in each year is “budget neutral” (except for quality performance and MEI adjustments to the pmpm), i.e., the FQHC is guaranteed at least the same revenues under pmpm that it would have earned for a given number of encounters. This is the “hold harmless” condition of the PCC. Participating FQHC objectives for this shadow primary care capitation generally followed the quadruple aim. Approaches to PCC implementation emphasized more frequent quality and population health reporting, structured care coordination, switching from production-based individual provider compensation, use of behavioral health specialists, and enhanced patient-centered medical home models. Those patient-centric innovations were key internal facilitators, while the Accountable Communities for Health and Practice Transformation Support Hub played useful roles in organizing regional joint community health and provider efforts and supporting community-clinical linkages, respectively. Several interviewees estimated early outcome gains will occur in clinical quality and patient experience. They expected health outcome and cost trend improvements to come later - not until VBP reached a tipping point in local markets (one suggested above 40% of total insured lives). Implications for Policy and Practice: FQHCs are potentially more advanced in offering patient-centered care to vulnerable populations. By providing positive financial incentives without downside risk, and that support value, the state is stimulating replicable models of care for those populations.