Sec Form 4 Filing - VERNAL SHAUNA L @ Inovalon Holdings, Inc. - 2015-12-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person VERNAL SHAUNA L 2. Issuer Name and Ticker or Trading Symbol Inovalon Holdings, Inc. [ INOV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Legal Officer (Last) (First) (Middle) 4321 COLLINGTON ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/04/2015 (Street) BOWIE, MD20716 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Classs A Common Stock 12/04/2015 C 33,437 A $ 0 69,079 D Class A Common Stock 12/04/2015 S 33,437 D $ 18.5479 ( 1 ) 35,642 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (right to buy) $ 6.638 12/04/2015 X 30,128 09/30/2014 09/29/2023 Class B Common Stock 30,128 $ 0 115,902 D Class B Common Stock ( 2 ) 12/04/2015 C 30,128 ( 3 ) ( 2 ) ( 2 ) Class A Common Stock 30,128 $ 0 0 D Employee Stock Option (right to buy) $ 7.502 12/04/2015 X 3,309 05/14/2015 05/13/2024 Class B Common Stock 3,309 $ 0 13,236 D Class B Common Stock ( 2 ) 12/04/2015 C 3,309 ( 3 ) ( 2 ) ( 2 ) Class A Common Stock 3,309 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VERNAL SHAUNA L 4321 COLLINGTON ROAD BOWIE, MD20716 Chief Legal Officer Signatures /s/ Shauna L. Vernal 12/07/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.32 to $18.89, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote. ( 2 )The Class B Common Stock is convertible into the issuer's Class A Common Stock on a 1-for-1 basis (a) at the holder's option or (b) upon certain transfers of such shares, and has no expiration date. ( 3 )The holder elected to convert the shares of Class B Common Stock into shares of Class A Common Stock on a 1-for-1 basis.

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).

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