SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Pike Christopher (Last) (First) (Middle) C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET (Street) BOSTON MA 02199 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Cotiviti Holdings, Inc. [ COTV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/27/2018
	4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/27/2018		D(1)		41,433,699	D	$44.75	0	I	See Footnotes(2)(3)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Verscend Technologies, Inc., Rey Merger Sub, Inc. and Cotiviti Holdings, Inc. (the "Issuer") dated as of June 19, 2018. At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each share of outstanding Issuer common stock immediately prior to the Effective Time was cancelled in exchange for $44.75 per share.

2. The Reporting Person is a Managing Partner 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 owned 41,433,699 shares (the "Shares"), which are represented as follows: 17,778,618 shares which were held directly by Advent-Cotiviti Acquisition Limited Partnership, 18,817,920 shares which were held directly by Advent-Cotiviti Acquisition II Limited Partnership, 918,209 shares which where directly owned by Advent International GPE VI-C Limited Partnership, 875,864 shares which where directly owned by Advent International GPE VI-D Limited Partnership, 2,215,460 shares which where directly owned by Advent International GPE VI-E Limited Partnership, 651,453 shares which where directly owned by Advent Partners GPE VI 2008 Limited Partnership, (CONTINUED IN NEXT FOOTNOTE)

3. CONTINUED FROM PREVIOUS FOOTNOTE) 19,762 shares which where directly owned by Advent Partners GPE VI 2009 Limited Partnership 46,608 shares which were directly owned by Advent Partners GPE VI 2010 Limited Partnership, 51,762 shares which were directly owned by Advent Partners GPE VI-A 2010 Limited Partnership and 58,043 shares which were 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	08/29/2018
	** 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 4 (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).
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