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Filing Details

Accession Number:: 0001179110-17-001029
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-01-18 18:38:43
Reporting Period:: 2017-01-17

Filing Date:: 2017-01-18
Accepted Time:: 2017-01-18 18:38:43
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1657197	Cotiviti Holdings Inc.	COTV	Services-Business Services, Nec (7389)	460595918

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1673014	Douglas Present	C/O Cotiviti Holdings, Inc. 115 Perimeter Center Place, Suite 700 Atlanta GA 30346		Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock, Par Value $0.001	Acquisiton	2017-01-17	18,544	$6.26	18,544	No	4	M	Direct
Common Stock, Par Value $0.001	Acquisiton	2017-01-17	23,180	$6.26	41,724	No	4	M	Direct
Common Stock, Par Value $0.001	Acquisiton	2017-01-17	8,276	$6.26	50,000	No	4	M	Direct
Common Stock, Par Value $0.001	Disposition	2017-01-17	50,000	$34.16	0	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.001	Options (right to buy)	Disposition	2017-01-17	18,544	$0.00	18,544	$6.26
Common Stock, Par Value $0.001	Options (right to buy)	Disposition	2017-01-17	23,180	$0.00	23,180	$6.26
Common Stock, Par Value $0.001	Options (right to buy)	Disposition	2017-01-17	8,276	$0.00	8,276	$6.26

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
4,636	2022-11-01	No	4	M	Direct
0	2022-11-01	No	4	M	Direct
53,304	2023-11-01	No	4	M	Direct

Footnotes

The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 12, 2016.
The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.89 to $34.72, inclusive. The Reporting Person undertakes to provide upon request to Cotiviti Holdings, Inc., any security holder of Cotiviti Holdings, Inc. or to the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).
These options vest and become exercisable in equal annual installments of 20% of the shares over a 5-year period on each anniversary date of the grant, November 01, 2012, subject to the Reporting Person's continued service through each applicable vesting date. Accordingly, 18,544 of these options were vested as of November 01, 2016, and the remaining 4,636 will vest on November 01, 2017, subject to the Reporting Person's continued service through the vesting date.
These options ("Performance Awards") vest based on upon the weighted average price of the Issuer's common stock for any fiscal quarter exceeding a value that shall be calculated by the Issuer at the end of each such fiscal quarter in accordance with Stock Option Award Agreement pursuant to which such Performance Awards were granted, subject to the Reporting Person's continued service through each applicable vesting date. All of these Performance Awards had vested as of September 30, 2016.
55,632 of these options had vested as of November 01, 2016. The remaining 5,948 options vest and become exercisable in equal annual installments of 50% of the shares on November 01, 2017, and November 01, 2018, subject to the Reporting Person's continued service through each applicable vesting date.