Cotiviti (COTV) Form 4 Cotiviti / J Douglas Williams 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^*

Williams J Douglas

(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
X	Officer (give title below)	Other (specify below)
CEO and Director

3. Date of Earliest Transaction (Month/Day/Year)
05/30/2018

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	05/30/2018		M		15,000	A	$13.79	2,771,809	D
Common Stock, par value $0.001	05/30/2018		S(1)		15,000	D	$34.36(2)	2,756,809	D
Common Stock, par value $0.001	05/31/2018		M		15,000	A	$13.79	2,771,809	D
Common Stock, par value $0.001	05/31/2018		S(1)		15,000	D	$34.01(3)	2,756,809	D

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)	$13.79	05/30/2018		M		15,000		(4)	07/01/2025	Common Stock, par value $0.001	15,000	$0	15,000	D
Options (right to buy)	$13.79	05/31/2018		M		15,000		(4)	07/01/2025	Common Stock, par value $0.001	15,000	$0	0	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on March 9, 2017.

2. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.03 to $34.52, inclusive. The Reporting Person undertakes to provide upon request to Cotiviti Holdings, Inc., any security holder of Cotiviti Holdings, Inc. or to the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).

3. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.79 to $34.60, inclusive. The Reporting Person undertakes to provide upon request to Cotiviti Holdings, Inc., any security holder of Cotiviti Holdings, Inc. or to the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (3).

4. These options vested in full on May 26, 2016, the closing date of Cotiviti Holdings, Inc.'s initial public offering.

	/s/ Jonathan Olefson, Attorney-in-fact	06/01/2018
	** 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).
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