SEC FORM 4

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

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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^*

Alexander Elizabeth Connolly

(Last)

(First)

(Middle)

C/O COTIVITI HOLDINGS

115 PERIMETER CENTER PLACE, SUITE 700

(Street)

ATLANTA

30346

(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)
12/21/2016

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.001 per share	12/21/2016		G⁽¹⁾	V	490,529	D	$0.00	0	I	By son
Common Stock, par value $0.001 per share	12/21/2016		G⁽²⁾	V	490,529	A	$0.00	490,529	I	By family trust for daughter
Common Stock, par value $0.001 per share								1,962,116	D⁽³⁾
Common Stock, par value $0.001 per share								490,519	I⁽⁴⁾	By family trust for son
Common Stock, par value $0.001 per share								490,529	I⁽⁴⁾	By family trust for daughter
Common Stock, par value $0.001 per share								1,048,096	I⁽⁵⁾	By limited liability company

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The reporting person and her spouse are the sole managers of Milton Harbor View, LLC ("MHV"), of which the reporting person and her two sons and two daughters are members. In prior reports, the reporting person reported indirect beneficial ownership of 4,972,318 shares owned by MHV. MHV distributed 3,924,222 shares of those shares to the reporting person and her two sons and two daughters in a pro rata distribution which did not alter the reporting person's pecuniary interest in the shares and thus was not required to be reported in a Form 4 (under Rule 16a-13). On 12/21/16, one of the reporting person's sons transferred the 490,529 shares he received in the distribution to a family irrevocable trust whose sole trustee is an institution. Upon that transfer, the son, and therefore the reporting person, no longer has a pecuniary interest in these shares.

2. On June 11, 2016, one of the reporting person's daughters left the reporting person's household. As a result, the reporting person no longer had a pecuniary interest in the shares held by MHV that were indirectly owned by the daughter via her membership interest in MHV. On 12/21/16, after receiving 490,529 shares in the pro rata distribution by MHV described in Note (1) above, the daughter transferred the shares to a family irrevocable trust whose two trustees are an institution and the reporting person's spouse. By virtue of that transfer, the reporting person acquired an indirect pecuniary interest in such shares. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. The reporting person received these shares in the pro rata distribution described in Note (1) above.

4. After the pro rata distribution of shares described in Note (1) above, the reporting person's other daughter and son, respectively, transferred the shares they received in the distribution to family irrevocable trusts whose two trustees in each case are an institution and the reporting person's spouse. The transfers of shares to trusts by the reporting person's other daughter and son did not alter the reporting person's pecuniary interest in those shares and thus were not required to be reported in a Form 4 (under Rule 16a-13). The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

5. These shares are held by MHV. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

	/s/ Elizabeth Connolly Alexander	12/22/2016
	** 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 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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