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

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1. Name and Address of Reporting Person^*

Olefson Jonathan

(Last)

(First)

(Middle)

C/O COTIVITI HOLDINGS, INC.

115 PERIMETER CENTER PLACE, SUITE 700

(Street)

ATLANTA,

30346

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Gen. Counsel, Secretary

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, par value $0.001 per share	4,527	D
Common Stock, par value $0.001 per share	14,316	I	By Trust⁽¹⁾

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)
Options (right to buy)	⁽²⁾	11/01/2023	Common Stock, par value $0.001	73,200	$6.26	D
Options (right to buy)	⁽³⁾	11/01/2023	Common Stock, par value $0.001	73,200	$6.26	D
Options (right to buy)	⁽⁴⁾	05/25/2026	Common Stock, par value $0.001	5,490	$19	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock, par value $0.001	915	⁽⁶⁾	D

Explanation of Responses:

1. Held directly by The Arnold Olefson 2007 Personal Residence Trust, dated February 7, 2007, of which the Reporting Person serves as a Trustee.

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, 2013, subject to the Reporting Person's continued service through each applicable vesting date.

3. 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, or a portion of, the Performance Awards may vest as early as September 30, 2016.

4. These options vest and become exercisable 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.

5. These restricted stock units vest in equal annual installments of 25% over a 4-year period on each anniversary date of the date of the grant, May 25, 2016, subject to the Reporting Person's continued service through each applicable vesting date.

6. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.

Remarks:

See Exhibit 24.1 - Power of Attorney.

	/s/ Jonathan Olefson	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.