Inovalon (INOV) Form 4 Inovalon / Daniel L Rizzo ownership change

SEC Form 4

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^*

Rizzo Daniel L

(Last) (First) (Middle)

4321 COLLINGTON ROAD

(Street)

BOWIE MD 20716

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Inovalon Holdings, Inc. [ INOV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Innovation Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/29/2016

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
Employee Stock Option (right to buy)	$6.298	02/29/2016		X			64,287	03/31/2013	03/30/2022	Class B Common Stock	64,287	$0	42,858	D
Class B Common Stock	(1)	02/29/2016		X		64,287		(1)	(1)	Class A Common Stock	64,287	$0	3,222,187	D
Employee Stock Option (right to buy)	$7.116	02/29/2016		X			36,704	03/31/2014	03/30/2023	Class B Common Stock	36,704	$0	55,056	D
Class B Common Stock	(1)	02/29/2016		X		36,704		(1)	(1)	Class A Common Stock	36,704	$0	3,258,891	D
Employee Stock Option (rigjt to buy)	$7.502	02/29/2016		X			10,339	05/14/2015	05/13/2024	Class B Common Stock	10,339	$0	41,356	D
Class B Common Stock	(1)	02/29/2016		X		10,339		(1)	(1)	Class A Common Stock	10,339	$0	3,269,230	D

Explanation of Responses:

1. The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date.

Remarks:

	/s/ Shauna L. Vernal, Attorney-in-Fact for Daniel L. Rizzo	03/02/2016
	** 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).
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