Filing Details
- Accession Number:
- 0001193125-17-039340
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-13 07:34:56
- Filed By:
- Advent International Corp/ma
- Company:
- Cotiviti Holdings Inc.
- Filing Date:
- 2017-02-13
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Advent International Corporation | 58,702,930 | 0 | 58,702,930 | 0 | 58,702,930 | 65.1% |
| Advent International | 58,702,930 | 0 | 58,702,930 | 0 | 58,702,930 | 65.1% |
| Advent-Cotiviti Acquisition Limited Partnership | 25,188,602 | 0 | 25,188,602 | 0 | 25,188,602 | 27.9% |
| Advent-Cotiviti Acquisition II Limited Partnership | 26,661,078 | 0 | 26,661,078 | 0 | 26,661,078 | 29.6% |
| Advent-Cotiviti GP | 51,849,680 | 0 | 51,849,680 | 0 | 51,849,680 | 57.5% |
| GPE VI GP Limited Partnership | 51,849,680 | 0 | 51,849,680 | 0 | 51,849,680 | 57.5% |
| GPE VI GP (Delaware) Limited Partnership | 5,680,675 | 0 | 5,680,675 | 0 | 5,680,675 | 6.3% |
| Advent Partners GPE VI | 922,973 | 0 | 922,973 | 0 | 922,973 | 1.0% |
| Advent Partners GPE VI | 27,999 | 0 | 27,999 | 0 | 27,999 | 0.0% |
| Advent Partners GPE VI | 66,033 | 0 | 66,033 | 0 | 66,033 | 0.1% |
| Advent Partners GPE VI-A | 73,335 | 0 | 73,335 | 0 | 73,335 | 0.1% |
| Advent Partners GPE VI-A Limited Partnership | 82,235 | 0 | 82,235 | 0 | 82,235 | 0.1% |
| Advent International GPE VI Limited Partnership | 25,188,602 | 0 | 25,188,602 | 0 | 25,188,602 | 27.9% |
| Advent International GPE VI-A Limited Partnership | 17,650,967 | 0 | 17,650,967 | 0 | 17,650,967 | 19.6% |
| Advent International GPE VI-B Limited Partnership | 1,277,731 | 0 | 1,277,731 | 0 | 1,277,731 | 1.4% |
| Advent International GPE VI-C Limited Partnership | 1,300,911 | 0 | 1,300,911 | 0 | 1,300,911 | 1.4% |
| Advent International GPE VI-D Limited Partnership | 1,240,917 | 0 | 1,240,917 | 0 | 1,240,917 | 1.4% |
| Advent International GPE VI-E Limited Partnership | 3,138,847 | 0 | 3,138,847 | 0 | 3,138,847 | 3.5% |
| Advent International GPE VI-F Limited Partnership | 4,743,916 | 0 | 4,743,916 | 0 | 4,743,916 | 5.3% |
| Advent International GPE VI-G Limited Partnership | 2,988,464 | 0 | 2,988,464 | 0 | 2,988,464 | 3.3% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
COTIVITI HOLDINGS, INC.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
22164K101
(CUSIP Number)
Richard Terranova, Advent International 75 State Street, Boston MA 02109
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 31, 2016
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 22164K101 | 13G | Page 2 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International Corporation | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
58,702,930 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
58,702,930 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,702,930 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
65.1% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO, IA | |||||
| CUSIP No. 22164K101 | 13G | Page 3 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
58,702,930 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
58,702,930 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,702,930 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
65.1% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| CUSIP No. 22164K101 | 13G | Page 4 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent-Cotiviti Acquisition Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
25,188,602 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
25,188,602 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,188,602 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.9% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 5 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent-Cotiviti Acquisition II Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
26,661,078 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
26,661,078 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,661,078 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
29.6% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 6 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent-Cotiviti GP LLC | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
51,849,680 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
51,849,680 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,849,680 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
57.5% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
OO | |||||
| CUSIP No. 22164K101 | 13G | Page 7 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GPE VI GP Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
51,849,680 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
51,849,680 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,849,680 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
57.5% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 8 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GPE VI GP (Delaware) Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
5,680,675 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
5,680,675 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,680,675 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 9 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI 2008 Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
922,973 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
922,973 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
922,973 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 10 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI 2009 Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
27,999 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
27,999 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,999 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 11 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI 2010 Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
66,033 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
66,033 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,033 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 12 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI-A 2010 Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
73,335 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
73,335 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,335 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 13 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent Partners GPE VI-A Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
82,235 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
82,235 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
82,235 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.1% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 14 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
25,188,602 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
25,188,602 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,188,602 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
27.9% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 15 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-A Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
17,650,967 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
17,650,967 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,650,967 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.6% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 16 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-B Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
1,277,731 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,277,731 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,277,731 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 17 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-C Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
1,300,911 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,300,911 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,300,911 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 18 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-D Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
1,240,917 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
1,240,917 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,240,917 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 19 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-E Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
3,138,847 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
3,138,847 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,138,847 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.5% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 20 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-F Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
4,743,916 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
4,743,916 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,743,916 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.3% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 21 of 30 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Advent International GPE VI-G Limited Partnership | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER
2,988,464 | ||||
| 6. | SHARED VOTING POWER
0 | |||||
| 7. | SOLE DISPOSITIVE POWER
2,988,464 | |||||
| 8. | SHARED DISPOSITIVE POWER
0 | |||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,988,464 | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.3% | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
PN | |||||
| CUSIP No. 22164K101 | 13G | Page 22 of 30 |
Item 1.
| (a) | Name of Issuer |
Cotiviti Holdings, Inc.
| (b) | Address of Issuers Principal Executive Offices |
115 Perimeter Center Place, Suite 700, Atlanta GA 30346
Item 2.
| (a) | Name of Person Filing |
| (b) | Address of Principal Business Office |
| (c) | Citizenship |
This statement is being filed on behalf of the following Reporting Persons:
Advent International Corporation, a Delaware corporation;
Advent International LLC, a Massachusetts LLC;
Advent-Cotiviti Acquisition Limited Partnership, a Delaware limited partnership;
Advent-Cotiviti Acquisition II Limited Partnership, a Delaware limited partnership;
Advent-Cotiviti GP LLC, a Delaware LLC;
GPE VI GP Limited Partnership, a Cayman Islands limited partnership
GPE VI GP (Delaware) Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VI 2008 Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VI 2009 Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VI 2010 Limited Partnership, a Delaware limited partnership;
Advent Partners GPE VI-A 2010 Limited Partnership, a Delaware Islands limited partnership;
Advent Partners GPE VI-A Limited Partnership, a Delaware limited partnership;
Advent International GPE VI Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VI-A Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VI-B Limited Partnership, a Cayman Islands limited partnership;
Advent International GPE VI-C Limited Partnership, a Delaware limited partnership;
Advent International GPE VI-D Limited Partnership, a Delaware limited partnership;
Advent International GPE VI-E Limited Partnership, a Delaware limited partnership;
Advent International GPE VI-F Limited Partnership, a Cayman Islands limited partnership; and
Advent International GPE VI-G Limited Partnership, a Cayman Islands limited partnership.
Advent International Corporation is the manager of Advent International LLC, which in turn is the general partner of GPE VI GP Limited Partnership, GPE VI GP (Delaware) Limited Partnership, Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, Advent Partners GPE VI 2010 Limited Partnership, Advent Partners GPE VI-A 2010 Limited Partnership, and Advent Partners GPE VI-A Limited Partnership. GPE VI GP Limited Partnership is the general partner of Advent International GPE
| CUSIP No. 22164K101 | 13G | Page 23 of 30 |
VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership. GPE VI GP (Delaware) Limited Partnership is the general partner of Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and Advent International GPE VI-E Limited Partnership. Advent-Cotiviti GP LLC is a general partner of Advent-Cotivti Acquisition Limited Partnership and Advent-Cotiviti Acquisition II Limited Partnership. Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-F Limited Partnership, andAdvent International GPE VI-G Limited Partnership, are members of Advent-Cotiviti GP LLC.
The principal business address of each Reporting Person is c/o Advent International Corporation, 75 State Street, Boston, MA 02109.
| (d) | Title of Class of Securities |
Common stock, par value $0.001 per share
| (e) | CUSIP Number |
22164K101
Item 3.
Not Applicable
| Item 4. | Ownership |
| Number of Shares Beneficially Owned | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Percentage of Common Stock Outstanding | |||||||||||||||||||
| Advent International Corporation | 58,702,930 | 58,702,930 | 58,702,930 | 65.1 | % | |||||||||||||||||||
| Advent International LLC | 58,702,930 | 58,702,930 | 58,702,930 | 65.1 | % | |||||||||||||||||||
| Advent-Cotiviti Acquisition Limited Partnership | 25,188,602 | 25,188,602 | 25,188,602 | 27.9 | % | |||||||||||||||||||
| Advent-Cotiviti Acquisition II Limited Partnership | 26,661,078 | 26,661,078 | 26,661,078 | 29.6 | % | |||||||||||||||||||
| Advent-Cotiviti GP Corporation | 51,849,680 | 51,849,680 | 51,849,680 | 57.5 | % | |||||||||||||||||||
| GPE VI GP Limited Partnership | 51,849,680 | 51,849,680 | 51,849,680 | 57.5 | % | |||||||||||||||||||
| GPE VI GP (Delaware) Limited Partnership | 5,680,675 | 5,680,675 | 5,680,675 | 6.3 | % | |||||||||||||||||||
| Advent Partners GPE VI 2008 Limited Partnership | 922,973 | 922,973 | 922,973 | 1.0 | % | |||||||||||||||||||
| Advent Partners GPE VI 2009 Limited Partnership | 27,999 | 27,999 | 27,999 | 0.0 | % | |||||||||||||||||||
| Advent Partners GPE VI 2010 Limited Partnership | 66,033 | 66,033 | 66,033 | 0.1 | % | |||||||||||||||||||
| Advent Partners GPE VI-A 2010 Limited Partnership | 73,335 | 73,335 | 73,335 | 0.1 | % | |||||||||||||||||||
| Advent Partners GPE VI-A Limited Partnership | 82,235 | 82,235 | 82,235 | 0.1 | % | |||||||||||||||||||
| Advent International GPE VI Limited Partnership | 25,188,602 | 25,188,602 | 25,188,602 | 27.9 | % | |||||||||||||||||||
| Advent International GPE VI-A Limited Partnership | 17,650,967 | 17,650,967 | 17,650,967 | 19.6 | % | |||||||||||||||||||
| Advent International GPE VI-B Limited Partnership | 1,277,731 | 1,277,731 | 1,277,731 | 1.4 | % | |||||||||||||||||||
| Advent International GPE VI-C Limited Partnership | 1,300,911 | 1,300,911 | 1,300,911 | 1.4 | % | |||||||||||||||||||
| Advent International GPE VI-D Limited Partnership | 1,240,917 | 1,240,917 | 1,240,917 | 1.4 | % | |||||||||||||||||||
| Advent International GPE VI-E Limited Partnership | 3,138,847 | 3,138,847 | 3,138,847 | 3.5 | % | |||||||||||||||||||
| Advent International GPE VI-F Limited Partnership | 4,743,916 | 4,743,916 | 4,743,916 | 5.3 | % | |||||||||||||||||||
| Advent International GPE VI-G Limited Partnership | 2,988,464 | 2,988,464 | 2,988,464 | 3.3 | % | |||||||||||||||||||
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable.
| CUSIP No. 22164K101 | 13G | Page 24 of 30 |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group |
See Exhibit 2.
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
Not Applicable
| CUSIP No. 22164K101 | 13G | Page 25 of 30 |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 13, 2017 |
| Date |
| Advent International GPE VI Limited Partnership Advent International GPE VI-A Limited Partnership Advent International GPE VI-B Limited Partnership Advent International GPE VI-F Limited Partnership Advent International GPE VI-G Limited Partnership By: GPE VI GP Limited Partnership, General Partner By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent International GPE VI-C Limited Partnership Advent International GPE VI-D Limited Partnership Advent International GPE VI-E Limited Partnership By: GPE VI GP (Delaware) Limited Partnership, General Partner By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent Partners GPE VI 2008 Limited Partnership Advent Partners GPE VI 2009 Limited Partnership Advent Partners GPE VI 2010 Limited Partnership Advent Partners GPE VI A Limited Partnership Advent Partners GPE VI A 2010 Limited Partnership By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| GPE VI GP Limited Partnership By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| CUSIP No. 22164K101 | 13G | Page 26 of 30 |
| GPE VI GP (Delaware) Limited Partnership By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent International LLC By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent International Corporation By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent-Cotiviti Acquisition Limited Partnership By: Advent-Cotiviti GP LLC, General Partner By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Advent-Cotiviti Acquisition II Limited Partnership By: Advent-Cotiviti GP LLC, General Partner By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Advent-Cotiviti GP LLC By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| CUSIP No. 22164K101 | 13G | Page 27 of 30 |
EXHIBIT INDEX
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. | |
| Exhibit 2. | List of Members of a Group | |
| CUSIP No. 22164K101 | 13G | Page 28 of 30 |
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
| February 13, 2017 |
| Date |
| Advent International GPE VI Limited Partnership Advent International GPE VI-A Limited Partnership Advent International GPE VI-B Limited Partnership Advent International GPE VI-F Limited Partnership Advent International GPE VI-G Limited Partnership By: GPE VI GP Limited Partnership, General Partner By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent International GPE VI-C Limited Partnership Advent International GPE VI-D Limited Partnership Advent International GPE VI-E Limited Partnership By: GPE VI GP (Delaware) Limited Partnership, General Partner By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent Partners GPE VI 2008 Limited Partnership Advent Partners GPE VI 2009 Limited Partnership Advent Partners GPE VI 2010 Limited Partnership Advent Partners GPE VI A Limited Partnership Advent Partners GPE VI A 2010 Limited Partnership By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| CUSIP No. 22164K101 | 13G | Page 29 of 30 |
| GPE VI GP (Delaware) Limited Partnership By: Advent International LLC, General Partner By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent International LLC By: Advent International Corporation, Manager By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent International Corporation By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent-Cotiviti Acquisition I Limited Partnership By: Advent-Cotiviti GP LLC, General Partner By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |
| Advent-Cotiviti Acquisition II Limited Partnership By: Advent-Cotiviti GP LLC, General Partner By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Advent-Cotiviti GP LLC By: Richard Terranova, Authorized Signatory |
| /s/ Richard Terranova |
| Signature |