Sec Form 4 Filing - Musallam Ramzi M @ Cotiviti Holdings, Inc. - 2018-08-27

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 Musallam Ramzi M 2. Issuer Name and Ticker or Trading Symbol Cotiviti Holdings, Inc. [ COTV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O VERITAS CAPITAL FUND MANAGEMENT, LLC, 9 WEST 57TH STREET, 29TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2018 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 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) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Musallam Ramzi M C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 9 WEST 57TH STREET, 29TH FLOOR NEW YORK, NY10019 X Verisk Health, Inc. / DE C/O VERSCEND TECHNOLOGIES, INC. 201 JONES ROAD, 4TH FLOOR WALTHAM, MA02451 See Remarks Verscend Holding Corp. C/O VERSCEND TECHNOLOGIES, INC. 201 JONES ROAD, 4TH FLOOR WALTHAM, MA02451 See Remarks Verscend Holding II Corp. C/O VERSCEND TECHNOLOGIES, INC. 201 JONES ROAD, 4TH FLOOR WALTHAM, MA02451 See Remarks Verscend Intermediate Holding Corp. C/O VERSCEND TECHNOLOGIES, INC. 201 JONES ROAD, 4TH FLOOR WALTHAM, MA02451 See Remarks Verscend Holdings L.L.C. C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 9 WEST 57TH STREET, 29TH FLOOR NEW YORK, NY10019 See Remarks Veritas Capital Fund V, L.P. C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 9 WEST 57TH STREET, 29TH FLOOR NEW YORK, NY10019 See Remarks Veritas Capital Partners V, L.L.C. C/O VERITAS CAPITAL FUND MANAGEMENT, LLC 9 WEST 57TH STREET, 29TH FLOOR NEW YORK, NY10019 See Remarks Signatures /s/ Ramzi M. Musallam 08/29/2018 Signature of Reporting Person Date /s/ Emad Rizk, Chief Executive Officer and President of Verscend Technologies, Inc. 08/29/2018 Signature of Reporting Person Date /s/ Emad Rizk, Chief Executive Officer and President of Verscend Holding Corp. 08/29/2018 Signature of Reporting Person Date /s/ Emad Rizk, Chief Executive Officer and President of Verscend Holding II Corp. 08/29/2018 Signature of Reporting Person Date /s/ Emad Rizk, Chief Executive Officer and President of Verscend Intermediate Holding Corp. 08/29/2018 Signature of Reporting Person Date /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 Signature of Reporting Person Date /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 Signature of Reporting Person Date /s/ Ramzi M. Musallam, Managing Partner of Veritas Capital Partners V, L.L.C. 08/29/2018 Signature of Reporting Person Date

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.

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