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*
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. Issuer Name and Ticker or Trading Symbol
Cotiviti Holdings, Inc. [ COTV ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2017
4. 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 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 03/13/2017 S 8,011,580 D $34.38 50,691,350 I See Footnotes(1)(2)(3)(4)(5)(6)
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
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)
1. Name and Address of Reporting Person*
Advent-Cotiviti Acquisition Limited Partnership

(Last) (First) (Middle)
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Advent-Cotiviti Acquisition II Limited Partnership

(Last) (First) (Middle)
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR

(Street)
BOSTON MA 02109

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Advent-Cotiviti GP Corp

(Last) (First) (Middle)
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR

(Street)
BOSTON MA 02109

(City) (State) (Zip)
Explanation of Responses:
1. Represents 21,750,944 shares held directly by Advent-Cotiviti Acquisition Limited Partnership ("ACA LP"), 23,022,463 shares held directly by Advent-Cotiviti Acquisition II Limited Partnership ("ACA II LP"), 1,123,367 shares directly owned by Advent International GPE VI-C Limited Partnership ("AI GPE VI-C"), 1,071,561 shares directly owned by Advent International GPE VI-D Limited Partnership ("AI GPE VI-D"), 2,710,467 shares directly owned by Advent International GPE VI-E Limited Partnership ("AI GPE VI-E"), 797,009 shares directly owned by Advent Partners GPE VI 2008 Limited Partnership ("AP GPE VI 2008"), TO BE CONTINUED IN NEXT FOOTNOTE
2. CONTINUTED FROM PREVIOUS FOOTNOTE: 24,178 directly owned by Advent Partners GPE VI 2009 Limited Partnership ("AP GPE VI 2009"), 57,022 shares directly owned by Advent Partners GPE VI 2010 Limited Partnership ("AP GPE VI 2010"), 63,327 shares directly owned by Advent Partners GPE VI-A 2010 Limited Partnership ("AP GPE VI-A 2010") and 71,012 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 4 is the third and final of three Forms 4 being filed relating to the same event. The Form 4 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 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Advent International Corporation.
/s/ Richard Terranova, Attorney-in-Fact for Advent International Corp 03/15/2016
/s/ Richard Terranova, Attorney-in-Fact for Advent-Cotiviti Acquisition Limited Partnership 03/15/2017
/s/ Richard Terranova, Attorney-in-Fact for Advent-Cotiviti Acquisition II Limited Partnership 03/15/2017
/s/ Richard Terranova, Attorney-in-Fact for Advent-Cotiviti GP Corporation 03/15/2017
** 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).
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