X0306 4 2018-07-16 0 0001657197 Cotiviti Holdings, Inc. COTV 0001673104 Beaulieu David C/O COTIVITI HOLDINGS, INC. ONE GLENLAKE PARKWAY, SUITE 1400 ATLANTA GA 30328 0 1 0 0 SVP and COO Common Stock, par value $0.001 2018-07-16 4 M 0 5000 11.33 A 44814 D Common Stock, par value $0.001 2018-07-16 4 S 0 5000 44.41 D 39814 D Options (right to buy) 11.33 2018-07-16 4 M 0 5000 0 D 2024-09-26 Common Stock, par value $0.001 5000 104960 D Includes 125 shares acquired pursuant to the Issuer's Employee Stock Purchase Plan on June 29, 2018. The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 25, 2017. The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $44.28 to $44.46, inclusive. The Reporting Person undertakes to provide upon request to Cotiviti Holdings, Inc., any security holder of Cotiviti Holdings, Inc. or to the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (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 of these Performance Awards had vested as of September 30, 2016. /s/ Jonathan Olefson, attorney-in-fact 2018-07-18