0001179110-18-010904.txt : 20180827 0001179110-18-010904.hdr.sgml : 20180827 20180827100005 ACCESSION NUMBER: 0001179110-18-010904 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: Beaulieu David CENTRAL INDEX KEY: 0001673104 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37787 FILM NUMBER: 181038273 MAIL ADDRESS: STREET 1: C/O COTIVITI HOLDINGS, INC. STREET 2: 115 PERIMETER CENTER PLACE, SUITE 700 CITY: ATLANTA STATE: GA ZIP: 30346 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 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 2018-08-27 4 D 0 39814 D 0 D Options (right to buy) 11.33 2018-08-27 4 D 0 112840 33.42 D 2024-09-26 Common Stock, par value $0.001 112840 0 D Options (right to buy) 11.33 2018-08-27 4 D 0 99960 33.42 D 2024-09-26 Common Stock, par value $0.001 99960 0 D Options (right to buy) 19.00 2018-08-27 4 D 0 11438 25.75 D 2026-05-25 Common Stock, par value $0.001 11438 0 D Options (right to buy) 34.39 2018-08-27 4 D 0 43618 10.36 D 2027-02-01 Common Stock, par value $0.001 43618 0 D Options (right to buy) 34.70 2018-08-27 4 D 0 50927 10.05 D 2028-02-01 Common Stock, par value $0.001 50927 0 D Restricted Stock Units 2018-08-27 4 D 0 953 D Common Stock, par value $0.001 953 0 D Restricted Stock Units 2018-08-27 4 D 0 5453 D Common Stock, par value $0.001 5453 0 D Restricted Stock Units 2018-08-27 4 D 0 20371 D Common Stock, par value $0.001 20371 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 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. This option, which provided for vesting in five equal annual installments commencing on September 26, 2015, 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 provided for vesting in four equal annual installments commencing on May 25, 2017, 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 provided for vesting in four equal annual installments commencing on February 1, 2018, 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 provided for vesting in four equal annual installments commencing on February 1, 2019, 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 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, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share. These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, February 1, 2017, 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. These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, February 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