Filing Details

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Cotiviti Holdings, Inc.

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(Name of Issuer)

Ramzi M. Musallam

c/o Veritas Capital Fund Management, L.L.C.

9 West 57th Street, 29th Floor,

New York, NY 10019

Copies to:

Skadden, Arps, Slate, Meagher & Flom, LLP

Four Times Square

New York, NY 10036

Attn: Kenneth M. Wolff, Esq.

June S. Dipchand, Esq.

212-735-3000

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 27, 2018

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(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

* The remainder of this cover page shall be filled out for a reporting person’s 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.

Introductory Note.

 

This Amendment No. 1 (this “Amendment”) amends the Schedule 13D filed on June 29, 2018 (the “Statement”) with the Securities and Exchange Commission (the “SEC”). On August 27, 2018, the transactions contemplated by that certain Agreement and Plan of Merger, dated as of June 19, 2018, (the “Merger Agreement”), by and among Cotiviti Holdings, Inc., a Delaware corporation (“Cotiviti”), Verscend Technologies, Inc., a Delaware corporation (“Verscend”), and Rey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Verscend (“Merger Sub”), were effected. Pursuant to the Merger Agreement, Merger Sub merged with and into Cotiviti (the “Merger”), with Cotiviti surviving as a wholly owned subsidiary of Verscend (the “Surviving Corporation”). As a result, Cotiviti is a wholly owned subsidiary of Verscend, and pursuant to the terms of the Voting and Support Agreement, dated as of June 19, 2018 (the “Voting Agreement”), by and among Verscend and the stockholders party thereto of Cotiviti, the Voting Agreement terminated upon the date and time the Merger became effective pursuant to the Merger Agreement (the “Effective Time”). Accordingly, this Amendment is the final amendment to the Statement by Verscend, Verscend Holding Corp., a Delaware corporation (“Verscend Holding”), Verscend Holding II Corp., a Delaware corporation (“Verscend II”), Verscend Intermediate Holding Corp., a Delaware corporation (“Verscend Intermediate”), Verscend Holdings LLC, a Delaware limited liability company (“Verscend LLC”), The Veritas Capital Fund V, L.P., a Delaware limited partnership (“Fund V”), Veritas Capital Partners V, L.L.C., a Delaware limited liability company (“Veritas Partners V”), and Ramzi M. Musallam. When disclosure made in one Item in the Statement prior to this Amendment was incorporated by reference into another Item, amendments made herein to any such first Item are incorporated into each such second Item of the Statement. Capitalized terms used but not defined herein shall have the meaning set forth in the Statement. Except as amended and supplemented hereby, the Statement remains in full force and effect.

Item 2.  Identity and Background.

Item 2 of the Statement is hereby amended and restated in its entirety by the following:

(a) This Statement is being filed by Verscend, Verscend Holding, Verscend II, Verscend Intermediate, Verscend LLC, Fund V, Veritas Partners V and Ramzi M. Musallam.

Verscend, Verscend Holding, Verscend II, Verscend Intermediate, Verscend LLC, Fund V, Veritas Partners V and Ramzi M. Musallam are referred to herein collectively as the “Reporting Persons.” Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of information furnished by another Reporting Person. The Reporting Persons are filing this statement jointly, pursuant to the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as separate persons and not as members of a group. See Exhibit 99.1 for the Reporting Persons’ Joint Filing Agreement.

(b) The address of the principal business and principal office of each of Verscend, Verscend Holding, Verscend II  and Verscend Intermediate is c/o Verscend Technologies, Inc., 201 Jones Road, 4th Floor, Waltham, Massachusetts 02451. The address of the principal business and principal office of each of Verscend LLC, Fund V, Veritas Partners V and Ramzi M. Musallam is c/o Veritas Capital Fund Management, L.L.C., 9 West 57th Street, 29th Floor, New York, New York 10019.