| 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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 05/25/2016 | 3. Issuer Name and Ticker or Trading Symbol Cotiviti Holdings, Inc. [ COTV ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Common Stock, par value $0.001 per share | 4,972,318 | I | By Limited Liability Company(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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: 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 | ||||
| Options (right to buy) | (2) | 12/22/2023 | Common Stock, par value $0.001 per share | 97,600 | 6.26 | D | |
| Options (right to buy) | (3) | 12/22/2023 | Common Stock, par value $0.001 per share | 97,600 | 6.26 | D | |
| Explanation of Responses: |
| 1. Held directly by Milton Harbor View LLC, of which the Reporting Person serves as a Director |
| 2. These options vest and become exercisable in equal annual installments of 20% of the shares over a 5-year period on each anniversary date of the grant, December 22, 2013, subject to the Reporting Person's continued service through each applicable vesting date. |
| 3. These options ("Performance Awards") vest based on upon the weighted average price of the Issuer's common stock for any fiscal quarter exceeding a value that shall be calculated by the Issuer at the end of each such fiscal quarter in accordance with Stock Option Award Agreement pursuant to which such Performance Awards were granted, subject to the Reporting Person's continued service through each applicable vesting date. All, or a portion of, the Performance Awards may vest as early as September 30, 2016. |
| Remarks: |
| See Exhibit 24.1 - Power of Attorney. |
| /s/ Jonathan Olefson, as attorney-in-fact | 05/25/2016 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
