0001140361-16-067194.txt : 20160525 0001140361-16-067194.hdr.sgml : 20160525 20160525205459 ACCESSION NUMBER: 0001140361-16-067194 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160525 FILED AS OF DATE: 20160525 DATE AS OF CHANGE: 20160525 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: Senneff Steve CENTRAL INDEX KEY: 0001672957 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 161676059 MAIL ADDRESS: STREET 1: C/O COTIVITI HOLDINGS, INC. STREET 2: 115 PERIMETER CENTER PLACE, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30346 3 1 doc1.xml FORM 3 X0206 3 2016-05-25 0 0001657197 Cotiviti Holdings, Inc. COTV 0001672957 Senneff Steve C/O COTIVITI HOLDINGS, INC. 115 PERIMETER CENTER PLACE, SUITE 700 ATLANTA, GA 30346 0 1 0 0 Senior VP and CFO Common Stock, par value $0.001 per share 22607 D Options (right to buy) 6.26 2023-01-18 Common Stock, par value $0.001 per share 146400 D Options (right to buy) 6.26 2023-01-18 Common Stock, par value $0.001 per share 146400 D Options (right to buy) 19.00 2026-05-25 Common Stock, par value $0.001 per share 22875 D Restricted Stock Units Common Stock, par value $0.001 per share 3813 D These options vest and become exercisable in equal annual installments of 20% of the shares over a 5-year period on each anniversary date of the grant, January 18, 2013, subject to the Reporting Person's continued service through each applicable vesting date. 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, or a portion of, the Performance Awards may vest as early as September 30, 2016. These options vest and become exercisable in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, May 25, 2016, subject to the Reporting Person's continued service through each applicable vesting date. These restricted stock units vest in equal annual installments of 25% over a 4-year period on each anniversary date of the date of the grant, May 25, 2016, subject to the Reporting Person's continued service through each applicable vesting date. Each restricted stock unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share. See Exhibit 24.1 - Power of Attorney. /s/ Jonathan Olefson, as attorney-in-fact 2016-05-25 EX-24.1 2 poa_senneff.htm Unassociated Document
POWER OF ATTORNEY

Know all by these present, that the undersigned hereby constitutes and appoints Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
(1)
execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Cotiviti Holdings, Inc. (the “Company”) or as a stockholder of the Company or as a trustee of a stockholder of the Company, Forms 3, 4, and 5 and Schedules 13D or 13G, including amendments thereto, relating to the securities of the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2)
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5 or Schedule 13D or 13G, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3)
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or liabilities that may arise under, Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 or Schedules 13D or 13G with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

This Power of Attorney shall not revoke any powers of attorney previously executed by the undersigned. This Power of Attorney shall not be revoked by any subsequent power of attorney that the undersigned may execute, unless such subsequent power of attorney specifically provides that it revokes this Power of Attorney by referring to the date of the undersigned’s execution of this Power of Attorney.

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IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 25th day of May, 2016.

 
/s/ Steve Senneff
  
 
Signature
  
     
 
Steve Senneff
  
 
Printed Name