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