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Form 4 Cotiviti Holdings, Inc. For: Aug 27 Filed by: Samuelson Nord Erik

August 27, 2018 10:01 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 *
Samuelson Nord Erik
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Chief Digital Officer
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
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
Options (right to buy) $ 34.7 08/27/2018 D 7,204 (1) 02/01/2028 Common Stock, par value $0.001 7,204 $ 10.05 0 D
Restricted Stock Units (2) 08/27/2018 D 92,052 (3) (3) Common Stock, par value $0.001 92,052 (5) 0 D
Restricted Stock Units (2) 08/27/2018 D 2,881 (4) (4) Common Stock, par value $0.001 2,881 (5) 0 D
Explanation of Responses:
1. This option, which provided for vesting in four equal annual installments commencing on February 1, 2019, 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.
2. Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.
3. These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, November 1, 2017, 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.
4. These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, February 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.
5. 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
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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