0001209191-16-123338.txt : 20160525 0001209191-16-123338.hdr.sgml : 20160525 20160525185139 ACCESSION NUMBER: 0001209191-16-123338 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160525 FILED AS OF DATE: 20160525 DATE AS OF CHANGE: 20160525 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Advent-Cotiviti GP Corp CENTRAL INDEX KEY: 0001675037 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 161675848 BUSINESS ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02129 BUSINESS PHONE: 617-951-9400 MAIL ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Advent-Cotiviti Acquisition II Limited Partnership CENTRAL INDEX KEY: 0001675440 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 161675849 BUSINESS ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 617-951-9400 MAIL ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Advent-Cotiviti Acquisition Limited Partnership CENTRAL INDEX KEY: 0001675002 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 161675850 BUSINESS ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02129 BUSINESS PHONE: 617-951-9400 MAIL ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02129 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ADVENT INTERNATIONAL CORP/MA CENTRAL INDEX KEY: 0001034196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 161675851 BUSINESS ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6179510555 MAIL ADDRESS: STREET 1: 75 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2016-05-25 0 0001657197 Cotiviti Holdings, Inc. COTV 0001034196 ADVENT INTERNATIONAL CORP/MA C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR BOSTON MA 02109 0 0 1 0 0001675002 Advent-Cotiviti Acquisition Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR BOSTON MA 02109 0 0 1 0 0001675440 Advent-Cotiviti Acquisition II Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR BOSTON MA 02109 0 0 1 0 0001675037 Advent-Cotiviti GP Corp C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR BOSTON MA 02109 0 0 1 0 Common Stock 58702930 I See Footnotes 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) (CONTINUED 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"). 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"). 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. 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"). 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. This Form 3 is the third 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 2016-05-25 Richard Terranova, Attorney-in-Fact for Advent-Cotiviti Acquisition Limited Partnership 2016-05-25 Richard Terranova, Attorney-in-Fact for Advent-Cotiviti Acquisition II Limited Partnership 2016-05-25 Richard Terranova, Attorney-in-Fact for Advent-Cotiviti GP Corporation 2016-05-25 EX-24.3_657495 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL PEOPLE BY THESE PRESENTS that Advent International Corporation, a Delaware corporation with its principal place of business at 75 State Street, Boston, Massachusetts ("Advent"), hereby constitutes and appoints Richard Terranova (the "Attorney") as Advent's true and lawful attorney in its name and stead to execute and file on behalf of the Corporation in its corporate capacity and on behalf of the Corporation in its capacity as manager or general partner of any limited partnership or other entity managed directly or indirectly by the Corporation any (i) voting proxies and similar documents and (ii) federal, state, local and foreign filings required to be made to any governmental, regulatory or similar authority in connection with legal or regulatory matters, including but not limited to filings with the United States Securities and Exchange Commission and any "blue sky" or similar state regulatory filings, in each case provided such action or document has been approved by a member of the Corporation's legal or compliance department. This Power of Attorney and the power and authority granted to the Attorney hereunder shall automatically terminate, without any further action on the part of Advent or the Attorney, on December 31, 2016, unless otherwise terminated earlier by Advent at any time in its sole discretion. IN WITNESS WHEREOF, Advent has set its hand and seal this 20th day of May 2016. ADVENT INTERNATIONAL CORPORATION By: /s/ Andrew D. Dodge Andrew D. Dodge Title: Vice President