0001104659-16-163512.txt : 20161222 0001104659-16-163512.hdr.sgml : 20161222 20161222171038 ACCESSION NUMBER: 0001104659-16-163512 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161221 FILED AS OF DATE: 20161222 DATE AS OF CHANGE: 20161222 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: Alexander Elizabeth Connolly CENTRAL INDEX KEY: 0001673364 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 162067346 MAIL ADDRESS: STREET 1: C/O COTIVITI HOLDINGS, INC. STREET 2: 115 PERIMETER CENTER PLACE, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30346 4 1 a4.xml 4 X0306 4 2016-12-21 0 0001657197 Cotiviti Holdings, Inc. COTV 0001673364 Alexander Elizabeth Connolly C/O COTIVITI HOLDINGS 115 PERIMETER CENTER PLACE, SUITE 700 ATLANTA GA 30346 1 0 0 0 Common Stock, par value $0.001 per share 2016-12-21 5 G 0 E 490529 0.00 D 0 I By son Common Stock, par value $0.001 per share 2016-12-21 5 G 0 E 490529 0.00 A 490529 I By family trust for daughter Common Stock, par value $0.001 per share 1962116 D Common Stock, par value $0.001 per share 490519 I By family trust for son Common Stock, par value $0.001 per share 490529 I By family trust for daughter Common Stock, par value $0.001 per share 1048096 I By limited liability company The reporting person and her spouse are the sole managers of Milton Harbor View, LLC ("MHV"), of which the reporting person and her two sons and two daughters are members. In prior reports, the reporting person reported indirect beneficial ownership of 4,972,318 shares owned by MHV. MHV distributed 3,924,222 shares of those shares to the reporting person and her two sons and two daughters in a pro rata distribution which did not alter the reporting person's pecuniary interest in the shares and thus was not required to be reported in a Form 4 (under Rule 16a-13). On 12/21/16, one of the reporting person's sons transferred the 490,529 shares he received in the distribution to a family irrevocable trust whose sole trustee is an institution. Upon that transfer, the son, and therefore the reporting person, no longer has a pecuniary interest in these shares. On June 11, 2016, one of the reporting person's daughters left the reporting person's household. As a result, the reporting person no longer had a pecuniary interest in the shares held by MHV that were indirectly owned by the daughter via her membership interest in MHV. On 12/21/16, after receiving 490,529 shares in the pro rata distribution by MHV described in Note (1) above, the daughter transferred the shares to a family irrevocable trust whose two trustees are an institution and the reporting person's spouse. By virtue of that transfer, the reporting person acquired an indirect pecuniary interest in such shares. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. The reporting person received these shares in the pro rata distribution described in Note (1) above. After the pro rata distribution of shares described in Note (1) above, the reporting person's other daughter and son, respectively, transferred the shares they received in the distribution to family irrevocable trusts whose two trustees in each case are an institution and the reporting person's spouse. The transfers of shares to trusts by the reporting person's other daughter and son did not alter the reporting person's pecuniary interest in those shares and thus were not required to be reported in a Form 4 (under Rule 16a-13). The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. These shares are held by MHV. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein. /s/ Elizabeth Connolly Alexander 2016-12-22