Sec Form 4 Filing - Olefson Jonathan @ Cotiviti Holdings, Inc. - 2018-07-30

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 Olefson Jonathan 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, Gen. Counsel, Secretary (Last) (First) (Middle) C/O COTIVITI HOLDINGS, INC., ONE GLENLAKE PARKWAY, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2018 (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 per share 07/30/2018 G V 582 D $ 0 427 ( 1 ) D Common Stock, par value $0.001 per share 08/27/2018 D 427 D $ 44.75 ( 2 ) 0 D Common Stock, par value $0.001 per share 08/27/2018 D 4,316 D $ 44.75 ( 2 ) 0 I By Trust ( 3 )

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) $ 6.26 08/27/2018 D 13,200 ( 4 ) 11/01/2023 Common Stock, par value $0.001 13,200 $ 38.49 0 D Options (right to buy) $ 6.26 08/27/2018 D 58,200 ( 5 ) 11/01/2023 Common Stock, par value $0.001 58,200 $ 38.49 0 D Options (right to buy) $ 19 08/27/2018 D 5,490 ( 6 ) 06/25/2026 Common Stock, par value $0.001 5,490 $ 25.75 0 D Options (right to buy) $ 34.39 08/27/2018 D 20,937 ( 7 ) 02/01/2027 Common Stock, par value $0.001 20,937 $ 10.36 0 D Options (right to buy) $ 34.7 08/27/2018 P 28,368 ( 8 ) 02/01/2028 Common Stock, par value $0.001 28,368 $ 10.05 0 D Restricted Stock Units ( 9 ) 08/27/2018 D 458 ( 10 ) ( 10 ) Common Stock, par value $0.001 458 ( 11 ) 0 D Restricted Stock Units ( 9 ) 08/27/2018 D 2,617 ( 12 ) ( 12 ) Common Stock, par value $0.001 2,617 ( 11 ) 0 D Restricted Stock Units ( 9 ) 08/27/2018 D 11,347 ( 13 ) ( 13 ) Common Stock, par value $0.001 11,347 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Olefson Jonathan C/O COTIVITI HOLDINGS, INC. ONE GLENLAKE PARKWAY, SUITE 1400 ATLANTA, GA30328 SVP, Gen. Counsel, Secretary Signatures /s/ Jonathan Olefson 08/27/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 125 shares acquired under the Cotiviti Holdings, Inc. Employee Stock Purchase Plan on June 30, 2018. ( 2 )Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per share. ( 3 )Held directly by The Arnold Olefson 2007 Personal Residence Trust, dated February 7, 2007, of which the Reporting Person serves as a Trustee. ( 4 )This option, which was fully vested on September 30, 2016, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. ( 5 )This option, which provided for vesting in five equal annual installments commencing on November 1, 2014, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. ( 6 )This option, which provided for vesting in four equal annual installments commencing on May 25, 2017, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. ( 7 )This option, which provided for vesting in four equal annual installments commencing on February 1, 2018, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. ( 8 )This option, which provided for vesting in four equal annual installments commencing on February 1, 2019, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. ( 9 )Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share. ( 10 )These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, May 25, 2016, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share. ( 11 )Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per Restricted Stock Unit. ( 12 )These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, February 1, 2017, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share. ( 13 )These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, February 1, 2018, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share.

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