X0306 4 2018-08-27 1 0001657197 Cotiviti Holdings, Inc. COTV 0001034196 ADVENT INTERNATIONAL CORP/MA C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON MA 02199 0 0 1 0 0001474396 GPE VI GP Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON MA 02199 0 0 1 0 0001474398 GPE VI GP (Delaware) Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON MA 02199 0 0 1 0 0001461158 Advent Partners GPE VI 2008 Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON MA 02199 0 0 1 0 0001466270 Advent Partners GPE VI 2009 Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON MA 02199 0 0 1 0 0001490261 Advent Partners GPE VI 2010 Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON MA 02199 0 0 1 0 0001490262 Advent Partners GPE VI-A 2010 Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON MA 02199 0 0 1 0 0001461159 Advent Partners GPE VI-A Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 800 BOYLSTON STREET BOSTON MA 02199 0 0 1 0 Common Stock 2018-08-27 4 J 0 41433699 44.75 D 0 I See Footnotes 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. Represents 17,778,618 shares which were held directly by Advent-Cotiviti Acquisition Limited Partnership ("ACA LP"), 18,817,920 shares which were held directly by Advent-Cotiviti Acquisition II Limited Partnership ("ACA II LP"), 918,209 shares which were directly owned by Advent International GPE VI-C Limited Partnership ("AI GPE VI-C"), 875,864 shares which were directly owned by Advent International GPE VI-D Limited Partnership ("AI GPE VI-D"), 2,215,460 shares which were directly owned by Advent International GPE VI-E Limited Partnership ("AI GPE VI-E"), 651,453 shares which were directly owned by Advent Partners GPE VI 2008 Limited Partnership ("AP GPE VI 2008"), TO BE CONTINUED IN NEXT FOOTNOTE CONTINUTED FROM PREVIOUS FOOTNOTE: 19,762 shares which were directly owned by Advent Partners GPE VI 2009 Limited Partnership ("AP GPE VI 2009"), 46,608 shares which were directly owned by Advent Partners GPE VI 2010 Limited Partnership ("AP GPE VI 2010"), 51,762 shares which were directly owned by Advent Partners GPE VI-A 2010 Limited Partnership ("AP GPE VI-A 2010") and 58,043 shares which were 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 4 is the second 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 2018-08-29 /s/ Richard Terranova, Attorney-in-Fact for GPE VI GP Limited Partnership 2018-08-29 /s/ Richard Terranova, Attorney-in-Fact for GPE VI GP (Delaware) Limited Partnership 2018-08-29 /s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2008 Limited Partnership 2018-08-29 /s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2009 Limited Partnership 2018-08-29 /s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2010 Limited Partnership 2018-08-29 /s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI A 2010 Limited Partnership 2018-08-29 /s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI A Limited Partnership 2018-08-29