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

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1. Name and Address of Reporting Person* ADVENT INTERNATIONAL CORP/MA (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 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) Director X 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) Form filed by One Reporting Person X 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)(3)(4)(5)(6)	I	See Footnotes(1)(2)(3)(4)(5)(6)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL CORP/MA (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL LLC (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL GPE VI LP (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL GPE VI-A LP (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL GPE VI-B LP (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL GPE VI-C LP (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL GPE VI-D LP (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL GPE VI-E LP (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL GPE VI-F LP (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* ADVENT INTERNATIONAL GPE VI-G LP (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR (Street) BOSTON MA 02109 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents 25,188,602 shares held directly by Advent-Cotiviti Acquisition Limited Partnership ("ACA LP"), 26,661,078 shares held directly by Advent-Cotiviti Acquisition II Limited Partnership ("ACA II LP"), 1,300,911 shares directly owned by Advent International GPE VI-C Limited Partnership ("AI GPE VI-C"), 1,240,917 shares directly owned by Advent International GPE VI-D Limited Partnership ("AI GPE VI-D"), 3,138,847 shares directly owned by Advent International GPE VI-E Limited Partnership ("AI GPE VI-E"), 922,973 shares directly owned by Advent Partners GPE VI 2008 Limited Partnership ("AP GPE VI 2008"), (CONTINUED IN NEXT FOOTNOTE)

2. (CONTINUTED FROM PREVIOUS FOOTNOTE) 27,999 shares directly owned by Advent Partners GPE VI 2009 Limited Partnership ("AP GPE VI 2009"), 66,033 shares directly owned by Advent Partners GPE VI 2010 Limited Partnership ("AP GPE VI 2010"), 73,335 shares directly owned by Advent Partners GPE VI-A 2010 Limited Partnership ("AP GPE VI-A 2010") and 82,235 shares directly owned by Advent Partners GPE VI-A Limited Partnership ("AP GPE VI-A").

3. Advent International Corporation ("AIC") is the manager of Advent International LLC ("AILLC"), which is the general partner of each of GPE VI GP Limited Partnership ("GPE VI GP"), GPE VI GP (Delaware) Limited Partnership ("GPE VI (DE) GP"), AP GPE VI 2008, AP GPE VI 2009, AP GPE VI 2010, AP GPE VI-A and AP GPE VI-A 2010 (AP GPE VI 2008, AP GPE VI 2009, AP GPE VI 2010, AP GPE VI-A and AP GPE VI-A 2010 are collectively the "AP Funds").

4. Advent-Cotiviti GP Corporation ("AC GP") is the general partner of ACA LP and ACA II LP. Advent International GPE VI Limited Partnership ("AI GPE VI"), Advent International GPE VI-A Limited Partnership ("AI GPE VI-A"), Advent International GPE VI-B Limited Partnership ("AI GPE VI-B"), Advent International GPE VI-F Limited Partnership ("AI GPE VI-F") and Advent International GPE VI-G Limited Partnership ("AI GPE VI-G" and, together with AI GPE VI, AI GPE VI-A, AI GPE VI-B and AI GPE VI-F, the "GPE VI GP Funds") collectively own 100% of AC GP. AI GPE VI owns 100% of the limited partnership interests in ACA LP and the other GPE VI GP Funds collectively own 100% of the limited partnership interests in ACA II LP.

5. GPE VI GP is the general partner of the GPE VI GP Funds. GPE VI (DE) GP is the general partner of AI GPE VI-C, AI GPE VI-D and AI GPE VI-E (collectively, the "GPE VI (DE) GP Funds" and together with the GPE VI GP Funds and the AP Funds, the "Advent Funds").

6. Each of AIC, AILLC, GPE VI GP, GPE VI (DE) GP, ACA LP, ACA II LP, AC GP and the Advent Funds are referred to herein as the "Reporting Persons". Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

Remarks:

This Form 3 is the first of three Form 3's being filed relating to the same event. The Form 3 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Advent International Corporation.

	Richard Terranova, Attorney-in-Fact for Advent International Corp/MA	05/25/2016
	Richard Terranova, Attorney-in-Fact for Advent International LLC	05/25/2016
	Richard Terranova, Attorney-in-Fact for Advent International GPE VI LP	05/25/2016
	Richard Terranova, Attorney-in-Fact for Advent International GPE VI-A LP	05/25/2016
	Richard Terranova, Attorney-in-Fact For Advent International GPE VI-B LP	05/25/2016
	Richard Terranova, Attorney-in-Fact for Advent International GPE VI-C LP	05/25/2016
	Richard Terranova, Attorney-in-Fact for Advent International GPE VI-D LP	05/25/2016
	Richard Terranova, Attorney-in-Fact for Advent International GPE VI-E LP	05/25/2016
	Richard Terranova, Attorney-in-Fact for Advent International GPE VI-F LP	05/25/2016
	Richard Terranova, Attorney-in-Fact for Advent International GPE VI-G LP	05/25/2016
	** Signature of Reporting Person	Date
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