| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Cotiviti Holdings, Inc. [ COTV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/27/2018 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 08/27/2018 | J(1) | 94,027,266(1)(2) | A | $44.75 | 100(2) | I | See footnote(2) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. On August 27, 2018, pursuant to the Agreement and Plan of Merger, dated as of June 19, 2018, by and among the Issuer, Verscend Technologies, Inc., a Delaware corporation ("Verscend"), and Rey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Verscend ("Merger Sub"), Merger Sub merged (the "Merger") with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Verscend. As a result of the effectiveness of the Merger, the common stock, par value $0.001 per share of Cotiviti (the "Shares"), ceased to be traded on the New York Stock Exchange, the registration of the Shares will be terminated pursuant to Section 12(g) of the Exchange Act and Cotiviti will no longer be required to file periodic reports with the SEC. |
| 2. Each of the Reporting Persons disclaims any beneficial ownership of these Securities, except to the extent of its pecuniary interests therein. |
| Remarks: |
| /s/ Ramzi M. Musallam | 08/29/2018 | |
| /s/ Emad Rizk, Chief Executive Officer and President of Verscend Technologies, Inc. | 08/29/2018 | |
| /s/ Emad Rizk, Chief Executive Officer and President of Verscend Holding Corp. | 08/29/2018 | |
| /s/ Emad Rizk, Chief Executive Officer and President of Verscend Holding II Corp. | 08/29/2018 | |
| /s/ Emad Rizk, Chief Executive Officer and President of Verscend Intermediate Holding Corp. | 08/29/2018 | |
| /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 | 08/29/2018 | |
| /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. | 08/29/2018 | |
| /s/ Ramzi M. Musallam, Managing Partner of Veritas Capital Partners V, L.L.C. | 08/29/2018 | |
| ** 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). | ||
| 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. | ||
