0001179110-18-010897.txt : 20180827 0001179110-18-010897.hdr.sgml : 20180827 20180827095706 ACCESSION NUMBER: 0001179110-18-010897 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180827 FILED AS OF DATE: 20180827 DATE AS OF CHANGE: 20180827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Goulet Kenneth R CENTRAL INDEX KEY: 0001415516 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 181038262 MAIL ADDRESS: STREET 1: 120 MONUMENT CIRCLE CITY: INDIANAPOLIS STATE: IN ZIP: 46204 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 4 1 edgar.xml FORM 4 - X0306 4 2018-08-27 1 0001657197 Cotiviti Holdings, Inc. COTV 0001415516 Goulet Kenneth R C/O COTIVITI HOLDINGS, INC. ONE GLENLAKE PARKWAY, SUITE 1400 ATLANTA GA 30328 1 0 0 0 Common Stock, par value $0.001 per share 2018-08-27 4 D 0 9108 D 0 D Options (right to buy) 13.79 2018-08-27 4 D 0 12292 30.96 D 2025-12-01 Common Stock, par value $0.001 12292 0 D Options (right to buy) 13.79 2018-08-27 4 D 0 12292 30.96 D 2025-12-01 Common Stock, par value $0.001 12292 0 D Restricted Stock Units 2018-08-27 4 D 0 4708 D Common Stock, par value $0.001 4708 0 D Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per share. This option, which provided for vesting in five equal annual installments commencing on December 1, 2016, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. This option, which was fully vested on September 30, 2016, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option. Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share. These Restricted Stock Units, which provided for vesting on the date of Cotiviti Holdings, Inc.'s first annual meeting of stockholders following the date of grant, June 1, 2018, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share. Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per restricted stock unit. /s/ Jonathan Olefson, attorney-in-fact 2018-08-27