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Form 4 Cotiviti Holdings, Inc. For: Aug 27 Filed by: Alexander Elizabeth Connolly

August 27, 2018 9:57 AM
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Alexander Elizabeth Connolly
(Last) (First) (Middle)
C/O COTIVITI HOLDINGS, INC.
ONE GLENLAKE PARKWAY, SUITE 1400
(Street)
ATLANTA GA 30328
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Cotiviti Holdings, Inc. [ COTV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2018
4. If Amendment, Date of 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
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
Common Stock, par value $0.001 per share 08/27/2018 D 1,618,602 D (1) 0 D
Common Stock, par value $0.001 08/27/2018 D 305,747 D (1) 0 I By limited liability company (2)
Common Stock, par value $0.001 per share 08/27/2018 D 402,363 D (1) 0 I By family trust for son (3)
Common Stock, par value $0.001 per share 08/27/2018 D 402,373 D (1) 0 I By family trust for daughter (4)
Common Stock, par value $0.001 per share 08/27/2018 D 402,373 D (1) 0 I By family trust for daughter (5)
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 Securities Underlying Derivative Security (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: 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
Stock options (right to buy) $ 6.26 08/27/2018 D 97,600 (6) 12/22/2023 Common Stock, par value $0.001 97,600 $ 38.49 0 D
Options (right to buy) $ 6.26 08/27/2018 D 97,600 (7) 12/22/2023 Common Stock, par value $0.001 97,600 $ 38.49 0 D
Restricted Stock Units (8) 08/27/2018 D 4,708 (9) (9) Common Stock, par value $0.001 4,708 (10) 0 D
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per share.
2. These shares are held by Milton Harbor View, LLC, of which the Reporting Person and her spouse are the sole managers and of which she is a member. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
3. Held directly by a family irrevocable trust of which a son of the Reporting Person is the beneficiary, and of which the trustees are an institution and the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
4. Held directly by a family irrevocable trust of which a daughter of the Reporting Person is the beneficiary, and of which the trustees are an institution and the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
5. Held directly by a family irrevocable trust of which a daughter of the Reporting Person is the beneficiary, and of which the trustees are an institution and the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
6. This option, which was fully vested on July 21, 2014, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option.
7. This option, which was fully vested on September 30, 2016, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option.
8. Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.
9. These Restricted Stock Units, which provided for vesting on the date of Cotiviti Holdings, Inc.'s first annual meeting of stockholders following the date of grant, June 1, 2018, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share.
10. Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per restricted stock unit.
/s/ Jonathan Olefson, attorney-in-fact 08/27/2018
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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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