Cotiviti (COTV) Form 3/A Cotiviti / Steve Senneff ownership change

SEC Form 3

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^*

Senneff Steve

(Last) (First) (Middle)

C/O COTIVITI HOLDINGS, INC.

115 PERIMETER CENTER PLACE, SUITE 700

(Street)

ATLANTA GA 30346

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/18/2016

3. Issuer Name and Ticker or Trading Symbol
Cotiviti Holdings, Inc. [ COTV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and CFO

5. If Amendment, Date of Original Filed (Month/Day/Year)
05/25/2016

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 Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	(1)(2)	10/15/2022(3)	Common Stock, par value $0.001 per share	146,400	6.26	D
Options (right to buy)	(4)	10/15/2022(3)	Common Stock, par value $0.001 per share	146,400	6.26	D

Explanation of Responses:

1. These options vest and become exercisable in equal annual installments of 20% of the shares over a 5-year period on each anniversary of October 15, 2012, subject to the Reporting Person's continued service through each applicable vesting date.

2. The footnote in the Reporting Person's original Form 3 incorrectly described the vesting schedule for the Reporting Person's options.

3. The expiration date in the Reporting Person's original Form 3 was incorrectly reported.

4. These options ("Performance Awards") vest based 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:

This amendment (this "Form 3/A") restates the Reporting Person's original Form 3 except to correct the information identified in footnotes 2 and 3 of this Form 3/A. Except for the foregoing, no new, revised or updated holdings are being reported.

	/s/ Jonathan Olefson, attorney-in-fact	10/18/2016
	** 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).
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