Sec Form 4 Filing - Beaulieu David @ Cotiviti Holdings, Inc. - 2018-06-05

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 Beaulieu David 2. Issuer Name and Ticker or Trading Symbol Cotiviti Holdings, Inc. [ COTV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP and COO (Last) (First) (Middle) C/O COTIVITI HOLDINGS, INC., ONE GLENLAKE PARKWAY, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 06/05/2018 (Street) ATLANTA, GA30328 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 Common Stock, par value $0.001 06/05/2018 M 25,000 A $ 11.33 64,689 D Common Stock, par value $0.001 06/05/2018 S( 1 ) 25,000 D $ 40 39,689 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 Options (right to buy) $ 11.33 06/05/2018 M 25,000 ( 2 ) 09/26/2024 Common Stock, par value $0.001 25,000 $ 0 112,840 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Beaulieu David C/O COTIVITI HOLDINGS, INC. ONE GLENLAKE PARKWAY, SUITE 1400 ATLANTA, GA30328 SVP and COO Signatures /s/ Jonathan Olefson, attorney-in-fact 06/07/2018 Signature of Reporting Person Date

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 August 25, 2017. ( 2 )79,280 of these options had vested as of September 26, 2017. The remaining 58,560 options vest and become exercisable in equal annual installments of 50% of the shares on September 26, 2018, and September 26, 2019, subject to the Reporting Person's continued service through each applicable vesting 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.
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