Cotiviti (COTV) Form 3 Cotiviti / Ramzi M Musallam 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^*

Musallam Ramzi M

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/19/2018

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
	Officer (give title below)	X	Other (specify below)
See Remarks

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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

1. Name and Address of Reporting Person^*

Musallam Ramzi M

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Verisk Health, Inc. / DE

(Last) (First) (Middle)

C/O VERSCEND TECHNOLOGIES, INC.

201 JONES ROAD, 4TH FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Verscend Holding Corp.

(Last) (First) (Middle)

C/O VERSCEND TECHNOLOGIES, INC.

201 JONES ROAD, 4TH FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Verscend Holding II Corp.

(Last) (First) (Middle)

C/O VERSCEND TECHNOLOGIES, INC.

201 JONES ROAD, 4TH FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Verscend Intermediate Holding Corp.

(Last) (First) (Middle)

C/O VERSCEND TECHNOLOGIES, INC.

201 JONES ROAD, 4TH FLOOR

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Verscend Holdings L.L.C.

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Veritas Capital Fund V, L.P.

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Veritas Capital Partners V, L.L.C.

(Last) (First) (Middle)

C/O VERITAS CAPITAL FUND MANAGEMENT, LLC

9 WEST 57TH STREET, 29TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

Remarks:

As a result of certain provisions of that certain Voting and Support Agreement, dated as of June 19, 2018 (the "Voting Agreement") by and among Verscend Technologies, Inc. and the stockholders of Cotiviti Holdings, Inc. ("Cotiviti") party thereto described in the Schedule 13D filed by the Reporting Persons on June 29, 2018, the Reporting Persons may be deemed to have beneficial ownership of the Common Stock, par value $0.001 per share of Cotiviti (the "Shares") subject to the Voting Agreement for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each Reporting Person expressly disclaims any beneficial ownership for purposes of the Schedule 13D referenced above. Each Reporting Person also expressly disclaims any beneficial ownership of the securities reported herein, and none of the Reporting Persons has any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Shares subject to the Voting Agreement. The Reporting Persons declare that the filing of this Form 3 shall not be construed as an admission that any Reporting Person is the beneficial owner of any securities reported in this Form 3.

No securities are beneficially owned.

	/s/ Ramzi M. Musallam	06/29/2018
	/s/ Emad Rizk, Chief Executive Officer and President of Verscend Technologies, Inc.	06/29/2018
	/s/ Emad Rizk, Chief Executive Officer and President of Verscend Holding Corp.	06/29/2018
	/s/ Emad Rizk, Chief Executive Officer and President of Verscend Holding II Corp.	06/29/2018
	/s/ Emad Rizk, Chief Executive Officer and President of Verscend Intermediate Holding Corp.	06/29/2018
	/s/ Ramzi M. Musallam, Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C., the non-member manager of Verscend Holdings LLC	06/29/2018
	/s/ Ramzi M. Musallam, Managing Partner of Veritas Capital Partners V, L.L.C., the general partner of The Veritas Capital Fund V, L.P	06/29/2018
	/s/ Ramzi M. Musallam, Managing Partner of Veritas Capital Partners V, L.L.C.	06/29/2018
	** Signature of Reporting Person	Date
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