SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Maldonado John L.

(Last)

(First)

(Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON

02109

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/25/2016

3. Issuer Name and Ticker or Trading Symbol
Cotiviti Holdings, Inc. [ COTV ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	58,702,930⁽¹⁾⁽²⁾	I	See Footnotes⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The Reporting Person is a Managing Director at Advent International Corporation ("AIC") and in addition may have limited partnership or other interests in one or more of the Advent Entities (as defined below). AIC manages funds that collectively own 58,702,930 shares (the "Shares"), which are represented as follows: 25,188,602 shares held directly by Advent-Cotiviti Acquisition Limited Partnership, 26,661,078 shares held directly by Advent-Cotiviti Acquisition II Limited Partnership, 1,300,911 shares directly owned by Advent International GPE VI-C Limited Partnership, 1,240,917 shares directly owned by Advent International GPE VI-D Limited Partnership, 3,138,847 shares directly owned by Advent International GPE VI-E Limited Partnership, 922,973 shares directly owned by Advent Partners GPE VI 2008 Limited Partnership, (CONTINUTED IN NEXT FOOTNOTE)

2. (CONTINUED FROM PREVIOUS FOOTNOTE) 27,999 shares directly owned by Advent Partners GPE VI 2009 Limited Partnership 66,033 shares directly owned by Advent Partners GPE VI 2010 Limited Partnership, 73,335 shares directly owned by Advent Partners GPE VI-A 2010 Limited Partnership and 82,235 shares directly owned by Advent Partners GPE VI-A Limited Partnership (collectively and together with certain other affiliates of Advent, the "Advent Entities"). The Reporting Person disclaims Section 16 beneficial ownership of the Shares except to the extent of his pecuniary interest therein, if any, and the reference to these Shares in this report shall not be deemed an admission of beneficial ownership of all of the Shares for purposes of Section 16 or any other purpose.

Remarks:

	/s/ Richard Terranova, Attorney-in-Fact	05/25/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.