0001179110-18-010903.txt : 20180827 0001179110-18-010903.hdr.sgml : 20180827 20180827095945 ACCESSION NUMBER: 0001179110-18-010903 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180730 FILED AS OF DATE: 20180827 DATE AS OF CHANGE: 20180827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Olefson Jonathan CENTRAL INDEX KEY: 0001673025 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 181038271 MAIL ADDRESS: STREET 1: C/O COTIVITI HOLDINGS, INC STREET 2: 115 PERIMETER CENTER PLACE, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30346 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cotiviti Holdings, Inc. CENTRAL INDEX KEY: 0001657197 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 460595918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 115 PERIMETER CENTER PLACE STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 770 379-2800 MAIL ADDRESS: STREET 1: 115 PERIMETER CENTER PLACE STREET 2: SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30346 4 1 edgar.xml FORM 4 - X0306 4 2018-07-30 1 0001657197 Cotiviti Holdings, Inc. COTV 0001673025 Olefson Jonathan C/O COTIVITI HOLDINGS, INC. ONE GLENLAKE PARKWAY, SUITE 1400 ATLANTA GA 30328 0 1 0 0 SVP, Gen. Counsel, Secretary Common Stock, par value $0.001 per share 2018-07-30 5 G 0 E 582 0 D 427 D Common Stock, par value $0.001 per share 2018-08-27 4 D 0 427 44.75 D 0 D Common Stock, par value $0.001 per share 2018-08-27 4 D 0 4316 44.75 D 0 I By Trust Options (right to buy) 6.26 2018-08-27 4 D 0 13200 38.49 D 2023-11-01 Common Stock, par value $0.001 13200 0 D Options (right to buy) 6.26 2018-08-27 4 D 0 58200 38.49 D 2023-11-01 Common Stock, par value $0.001 58200 0 D Options (right to buy) 19.00 2018-08-27 4 D 0 5490 25.75 D 2026-06-25 Common Stock, par value $0.001 5490 0 D Options (right to buy) 34.39 2018-08-27 4 D 0 20937 10.36 D 2027-02-01 Common Stock, par value $0.001 20937 0 D Options (right to buy) 34.70 2018-08-27 4 P 0 28368 10.05 D 2028-02-01 Common Stock, par value $0.001 28368 0 D Restricted Stock Units 2018-08-27 4 D 0 458 D Common Stock, par value $0.001 458 0 D Restricted Stock Units 2018-08-27 4 D 0 2617 D Common Stock, par value $0.001 2617 0 D Restricted Stock Units 2018-08-27 4 D 0 11347 D Common Stock, par value $0.001 11347 0 D Includes 125 shares acquired under the Cotiviti Holdings, Inc. Employee Stock Purchase Plan on June 30, 2018. Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per share. Held directly by The Arnold Olefson 2007 Personal Residence Trust, dated February 7, 2007, of which the Reporting Person serves as a Trustee. This option, which was fully vested on September 30, 2016, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. This option, which provided for vesting in five equal annual installments commencing on November 1, 2014, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. This option, which provided for vesting in four equal annual installments commencing on May 25, 2017, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. This option, which provided for vesting in four equal annual installments commencing on February 1, 2018, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. This option, which provided for vesting in four equal annual installments commencing on February 1, 2019, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share. These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, May 25, 2016, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share. Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per Restricted Stock Unit. These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, February 1, 2017, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share. These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, February 1, 2018, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share. /s/ Jonathan Olefson 2018-08-27