Filing Details

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 22164K 101

1.

Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Connolly, Lawrence

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
7,079,406 (1)

6.

Shared Voting Power
0

7.

Sole Dispositive Power
7,079,406 (1)

8.

Shared Dispositive Power
0

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
7,079,406 (1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
7.9% (2)

12.

Type of Reporting Person (See Instructions)
IN

Item 1.

(a)

Name of Issuer
Cotiviti Holdings, Inc.

(b)

Address of Issuers Principal Executive Offices
115 Perimeter Center Place, Suite 700, Atlanta, Georgia 30346

Item 2.

(a)

Name of Person Filing
Connolly, Lawrence

(b)

Address of the Principal Office or, if none, Residence
c/o Cotiviti Holdings, Inc., 115 Perimeter Center Place, Suite 700, Atlanta, Georgia 30346

(c)

Citizenship
United States of America

(d)

Title of Class of Securities
Common Stock, $0.001 par value per share, of Cotiviti Holdings, Inc.

(e)

CUSIP Number
22164K 101

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount beneficially owned:   

7,079,406 (1)

(b)

Percent of class:   

7.9% (2)

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

7,079,406

(ii)

Shared power to vote or to direct the vote    

0

(iii)

Sole power to dispose or to direct the disposition of   

7,079,406

(iv)

Shared power to dispose or to direct the disposition of   

0

(1)                                 Includes 3,468,906 shares held by JL Connolly LLC, as to which shares the reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.  Also includes (a) 1,805,250 shares held by The Catherine G. Connolly Gift Trust, of which the reporting persons daughter is the beneficiary; and (b) 1,805,250 shares held by The J. Lawrence Connolly, Jr. Gift Trust, of which the reporting persons son is the beneficiary.  The reporting person, as the trustee of the foregoing trusts, may be deemed to have beneficial ownership of the shares held by the trusts.  The reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.  Mr. Connolly exercises sole voting and investment power over the shares beneficially owned by JL Connolly LLC, The Catherine G. Connolly Gift Trust and The J. Lawrence Connolly, Jr. Gift Trust.

(2)                                 The percentage calculation is based on 90,170,462 shares of the Issuers common stock outstanding as of September 30, 2016 as reported on the Issuers Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 filed on November 10, 2016.

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

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.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certification.

Not applicable.

Dated February 13, 2017

/s/ Lawrence Connolly

Lawrence Connolly