CUSIP No. 22164K101
|
|||||
|
|||||
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
||||
|
(ENTITIES ONLY)
|
||||
|
|
||||
|
Verscend Technologies, Inc.
|
||||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|||
|
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS
|
||||
|
|
||||
|
OO
|
||||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM ☐
|
||||
|
2(d) OR 2(e)
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
|
||||
|
Delaware
|
||||
|
|||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|||
SHARES
|
|
|
|||
BENEFICIALLY
|
|
-0-
|
|||
OWNED BY
|
|
|
|||
EACH
|
8
|
SHARED VOTING POWER
|
|||
REPORTING
|
|
|
|||
PERSON
|
|
41,433,699 SEE ITEM 51
|
|||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
|||
|
|
-0-
|
|||
|
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||||
|
|
|
|||
|
|
41,433,699 SEE ITEM 51
|
|||
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
|||||
|
41,433,699 SEE ITEM 51
|
||||
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
|||||
|
44.6%*
|
||||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
||||
|
|||||
|
CO
|
||||
1
|
Beneficial ownership of 44.6% of outstanding Shares (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
*
|
All percentages of outstanding Shares (as defined herein) are based on 92,941,484 Shares outstanding as of March 31, 2018 as reported in Cotiviti Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018.
|
CUSIP No. 22164K101
|
|||||
|
|||||
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
||||
|
(ENTITIES ONLY)
|
||||
|
|
||||
|
Verscend Holding Corp.
|
||||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|||
|
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS
|
||||
|
|
||||
|
OO
|
||||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM ☐
|
||||
|
2(d) OR 2(e)
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
|
||||
|
Delaware
|
||||
|
|||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|||
SHARES
|
|
|
|||
BENEFICIALLY
|
|
-0-
|
|||
OWNED BY
|
|
|
|||
EACH
|
8
|
SHARED VOTING POWER
|
|||
REPORTING
|
|
|
|||
PERSON
|
|
41,433,699 SEE ITEM 52
|
|||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
|||
|
|
-0-
|
|||
|
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||||
|
|
|
|||
|
|
41,433,699 SEE ITEM 52
|
|||
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
|||||
|
41,433,699 SEE ITEM 52
|
||||
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
|||||
|
44.6%*
|
||||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
||||
|
|||||
|
HC
|
||||
2
|
Beneficial ownership of 44.6% of outstanding Shares (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
*
|
All percentages of outstanding Shares (as defined herein) are based on 92,941,484 Shares outstanding as of March 31, 2018 as reported in Cotiviti Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018.
|
CUSIP No. 22164K101
|
|||||
|
|||||
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
||||
|
(ENTITIES ONLY)
|
||||
|
|
||||
|
Verscend Holding II Corp.
|
||||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|||
|
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS
|
||||
|
|
||||
|
OO
|
||||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM ☐
|
||||
|
2(d) OR 2(e)
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
|
||||
|
Delaware
|
||||
|
|||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|||
SHARES
|
|
|
|||
BENEFICIALLY
|
|
-0-
|
|||
OWNED BY
|
|
|
|||
EACH
|
8
|
SHARED VOTING POWER
|
|||
REPORTING
|
|
|
|||
PERSON
|
|
41,433,699 SEE ITEM 53
|
|||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
|||
|
|
-0-
|
|||
|
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||||
|
|
|
|||
|
|
41,433,699 SEE ITEM 53
|
|||
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
|||||
|
41,433,699 SEE ITEM 53
|
||||
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
|||||
|
44.6%*
|
||||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
||||
|
|||||
|
HC
|
||||
3
|
Beneficial ownership of 44.6% of outstanding Shares (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
*
|
All percentages of outstanding Shares (as defined herein) are based on 92,941,484 Shares outstanding as of March 31, 2018 as reported in Cotiviti Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018.
|
CUSIP No. 22164K101
|
|||||
|
|||||
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
||||
|
(ENTITIES ONLY)
|
||||
|
|
||||
|
Verscend Intermediate Holding Corp.
|
||||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|||
|
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS
|
||||
|
|
||||
|
OO
|
||||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM ☐
|
||||
|
2(d) OR 2(e)
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
|
||||
|
Delaware
|
||||
|
|||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|||
SHARES
|
|
|
|||
BENEFICIALLY
|
|
-0-
|
|||
OWNED BY
|
|
|
|||
EACH
|
8
|
SHARED VOTING POWER
|
|||
REPORTING
|
|
|
|||
PERSON
|
|
41,433,699 SEE ITEM 54
|
|||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
|||
|
|
-0-
|
|||
|
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||||
|
|
|
|||
|
|
41,433,699 SEE ITEM 54
|
|||
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
|||||
|
41,433,699 SEE ITEM 54
|
||||
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
|||||
|
44.6%*
|
||||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
||||
|
|||||
|
HC
|
||||
4
|
Beneficial ownership of 44.6% of outstanding Shares (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
*
|
All percentages of outstanding Shares (as defined herein) are based on 92,941,484 Shares outstanding as of March 31, 2018 as reported in Cotiviti Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018.
|
CUSIP No. 22164K101
|
|||||
|
|||||
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
||||
|
(ENTITIES ONLY)
|
||||
|
|
||||
|
Verscend Holdings LLC
|
||||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|||
|
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS
|
||||
|
|
||||
|
OO
|
||||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM ☐
|
||||
|
2(d) OR 2(e)
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
|
||||
|
Delaware
|
||||
|
|||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|||
SHARES
|
|
|
|||
BENEFICIALLY
|
|
-0-
|
|||
OWNED BY
|
|
|
|||
EACH
|
8
|
SHARED VOTING POWER
|
|||
REPORTING
|
|
|
|||
PERSON
|
|
41,433,699 SEE ITEM 55
|
|||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
|||
|
|
-0-
|
|||
|
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||||
|
|
|
|||
|
|
41,433,699 SEE ITEM 55
|
|||
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
|||||
|
41,433,699 SEE ITEM 55
|
||||
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
|||||
|
44.6%*
|
||||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
||||
|
|||||
|
OO
|
||||
5
|
Beneficial ownership of 44.6% of outstanding Shares (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
*
|
All percentages of outstanding Shares (as defined herein) are based on 92,941,484 Shares outstanding as of March 31, 2018 as reported in Cotiviti Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018.
|
CUSIP No. 22164K101
|
|||||
|
|||||
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
||||
|
(ENTITIES ONLY)
|
||||
|
|
||||
|
The Veritas Capital Fund V, L.P.
|
||||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|||
|
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS
|
||||
|
|
||||
|
OO
|
||||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM ☐
|
||||
|
2(d) OR 2(e)
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
|
||||
|
Delaware
|
||||
|
|||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|||
SHARES
|
|
|
|||
BENEFICIALLY
|
|
-0-
|
|||
OWNED BY
|
|
|
|||
EACH
|
8
|
SHARED VOTING POWER
|
|||
REPORTING
|
|
|
|||
PERSON
|
|
41,433,699 SEE ITEM 56
|
|||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
|||
|
|
-0-
|
|||
|
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||||
|
|
|
|||
|
|
41,433,699 SEE ITEM 56
|
|||
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
|||||
|
41,433,699 SEE ITEM 56
|
||||
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
|||||
|
44.6%*
|
||||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
||||
|
|||||
|
PN
|
||||
6
|
Beneficial ownership of 44.6% of outstanding Shares (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
*
|
All percentages of outstanding Shares (as defined herein) are based on 92,941,484 Shares outstanding as of March 31, 2018 as reported in Cotiviti Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018.
|
CUSIP No. 22164K101
|
|||||
|
|||||
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
||||
|
(ENTITIES ONLY)
|
||||
|
|
||||
|
Veritas Capital Partners V, L.L.C.
|
||||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|||
|
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS
|
||||
|
|
||||
|
OO
|
||||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM ☐
|
||||
|
2(d) OR 2(e)
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
|
||||
|
Delaware
|
||||
|
|||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|||
SHARES
|
|
|
|||
BENEFICIALLY
|
|
-0-
|
|||
OWNED BY
|
|
|
|||
EACH
|
8
|
SHARED VOTING POWER
|
|||
REPORTING
|
|
|
|||
PERSON
|
|
41,433,699 SEE ITEM 57
|
|||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
|||
|
|
-0-
|
|||
|
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||||
|
|
|
|||
|
|
41,433,699 SEE ITEM 57
|
|||
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
|||||
|
41,433,699 SEE ITEM 57
|
||||
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
|||||
|
44.6%*
|
||||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
||||
|
|||||
|
OO
|
||||
7
|
Beneficial ownership of 44.6% of outstanding Shares (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
*
|
All percentages of outstanding Shares (as defined herein) are based on 92,941,484 Shares outstanding as of March 31, 2018 as reported in Cotiviti Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018.
|
CUSIP No. 22164K101
|
|||||
|
|||||
1
|
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
|
||||
|
(ENTITIES ONLY)
|
||||
|
|
||||
|
Ramzi M. Musallam
|
||||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
|
|||
|
(b) ☒
|
||||
3
|
SEC USE ONLY
|
||||
|
|||||
4
|
SOURCE OF FUNDS
|
||||
|
|
||||
|
OO
|
||||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM ☐
|
||||
|
2(d) OR 2(e)
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
||||
|
|
||||
|
United States
|
||||
|
|||||
NUMBER OF
|
7
|
SOLE VOTING POWER
|
|||
SHARES
|
|
|
|||
BENEFICIALLY
|
|
-0-
|
|||
OWNED BY
|
|
|
|||
EACH
|
8
|
SHARED VOTING POWER
|
|||
REPORTING
|
|
|
|||
PERSON
|
|
41,433,699 SEE ITEM 58
|
|||
|
|
|
|||
|
9
|
SOLE DISPOSITIVE POWER
|
|||
|
|
|
|||
|
|
-0-
|
|||
|
|
|
|||
10
|
SHARED DISPOSITIVE POWER
|
||||
|
|
|
|||
|
|
41,433,699 SEE ITEM 58
|
|||
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
||||
|
|||||
|
41,433,699 SEE ITEM 58
|
||||
|
|||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
||||
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
||||
|
|||||
|
44.6%*
|
||||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
||||
|
|||||
|
IN
|
||||
8
|
Beneficial ownership of 44.6% of outstanding Shares (as defined herein) is being reported hereunder because the Reporting Persons (as defined herein) may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Voting Agreement (as defined herein) described in this Schedule 13D. Pursuant to Rule 13d-4, neither the filing of this Schedule 13D nor any of its content shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of such shares for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
|
*
|
All percentages of outstanding Shares (as defined herein) are based on 92,941,484 Shares outstanding as of March 31, 2018 as reported in Cotiviti Holdings, Inc.’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 2, 2018.
|
Exhibit
|
Description
|
|
99.1
|
Joint Filing Agreement, dated as of June 29, 2018, among Verscend Technologies, Inc., Verscend Holding Corp., Verscend Holding II Corp., Verscend Intermediate Holding Corp., Verscend Holdings LLC, The Veritas Capital Fund V, L.P., Veritas Capital Partners V, L.L.C. and Ramzi M. Musallam
|
|
99.2
|
Agreement and Plan of Merger, dated as of June 19, 2018, by and among Verscend Technologies, Inc., Rey Merger Sub, Inc. and Cotiviti Holdings, Inc.(1)
|
|
99.3
|
Voting and Support Agreement, dated as of June 19, 2018, by and among Verscend Technologies, Inc. and the stockholders of Cotiviti Holdings, Inc. party thereto
|
|
VERSCEND TECHNOLOGIES, INC.
|
||
|
|
||
|
By:
|
/s/ Emad Rizk |
|
|
|
Name: Emad Rizk
|
|
|
|
Title: Chief Executive Officer and President
|
|
|
|
|
|
|
VERSCEND HOLDING CORP.
|
||
|
|
||
|
By:
|
/s/ Emad Rizk |
|
|
|
Name: Emad Rizk
|
|
|
|
Title: Chief Executive Officer and President
|
|
|
|
|
|
|
VERSCEND HOLDING II CORP.
|
||
|
|
|
|
|
By:
|
/s/ Emad Rizk |
|
|
|
Name: Emad Rizk
|
|
|
|
Title: Chief Executive Officer and President
|
|
|
|
|
|
|
VERSCEND INTERMEDIATE HOLDING CORP.
|
||
|
|
|
|
|
By:
|
/s/ Emad Rizk |
|
|
|
Name: Emad Rizk
|
|
|
|
Title: Chief Executive Officer and President
|
|
VERSCEND HOLDINGS LLC
|
|||
By
|
Veritas Capital Fund Management, L.L.C., acting as the Non-Member Manager
|
||
By:
|
/s/ Ramzi M. Musallam | ||
Name: Ramzi M. Musallam
|
|||
Title: Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C., the non-member manager of Verscend Holdings LLC
|
|||
|
|
|
|
|
THE VERITAS CAPITAL FUND V, L.P.
|
||
|
By: Veritas Capital Partners V, L.L.C., its
|
General Partner
|
|||
|
|
|
|
|
By:
|
/s/ Ramzi M. Musallam |
|
|
|
Name: Ramzi M. Musallam
|
|
|
|
Title: Managing Partner of Veritas Capital Partners V, L.L.C., the general partner of The Veritas Capital Fund V, L.P.
|
|
|
|
|
|
|
VERITAS CAPITAL PARTNERS V, L.L.C.
|
||
|
|
|
|
|
By:
|
/s/ Ramzi M. Musallam |
|
|
|
Name: Ramzi M. Musallam
|
|
|
|
Title: Managing Partner
|
|
|
RAMZI M. MUSALLAM
|
||
|
|
|
|
|
/s/ Ramzi M. Musallam |
|
Name
|
Business Address
|
Principal Occupation
|
||
James J. Dimitri
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Partner at Veritas Capital Fund Management, L.L.C.
|
||
Ramzi M. Musallam
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C.
|
||
Jay Longosz
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Vice President at Veritas Capital Fund Management, L.L.C.
|
||
Emad Rizk
Chairman of the Board of Directors; Chief Executive Officer and President
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Executive Officer and President of Verscend Technologies, Inc.
|
||
David Mason
Chief Operating Officer and Secretary
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Operating Officer and Secretary of Verscend Technologies, Inc.
|
||
Felix Morgan
Chief Financial Officer and Treasurer
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Financial Officer and Treasurer of Verscend Technologies, Inc.
|
Name
|
Business Address
|
Principal Occupation
|
||
James J. Dimitri
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Partner at Veritas Capital Fund Management, L.L.C.
|
||
Ramzi M. Musallam
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C.
|
||
Jay Longosz
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Vice President at Veritas Capital Fund Management, L.L.C.
|
||
Emad Rizk
Chairman of the Board of Directors; Chief Executive Officer and President
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Executive Officer and President of Verscend Technologies, Inc.
|
David Mason
Chief Operating Officer and Secretary
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Operating Officer and Secretary of Verscend Technologies, Inc.
|
||
Felix Morgan
Chief Financial Officer and Treasurer
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Financial Officer and Treasurer of Verscend Technologies, Inc.
|
Name
|
Business Address
|
Principal Occupation
|
||
James J. Dimitri
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Partner at Veritas Capital Fund Management, L.L.C.
|
||
Ramzi M. Musallam
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C.
|
||
Jay Longosz
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Vice President at Veritas Capital Fund Management, L.L.C.
|
||
Emad Rizk
Chairman of the Board of Directors; Chief Executive Officer and President
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Executive Officer and President of Verscend Technologies, Inc.
|
||
David Mason
Chief Operating Officer and Secretary
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Operating Officer and Secretary of Verscend Technologies, Inc.
|
||
Felix Morgan
Chief Financial Officer and Treasurer
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Financial Officer and Treasurer of Verscend Technologies, Inc.
|
Name
|
Business Address
|
Principal Occupation
|
||
James J. Dimitri
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Partner at Veritas Capital Fund Management, L.L.C.
|
||
Ramzi M. Musallam
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C.
|
||
Jay Longosz
Director
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Vice President at Veritas Capital Fund Management, L.L.C.
|
||
Emad Rizk
Chairman of the Board of Directors; Chief Executive Officer and President
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Executive Officer and President of Verscend Technologies, Inc.
|
|
||||
David Mason
Chief Operating Officer and Secretary
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Operating Officer and Secretary of Verscend Technologies, Inc.
|
||
Felix Morgan
Chief Financial Officer and Treasurer
|
c/o Verscend Technologies, Inc.
201 Jones Road, 4th Floor
Waltham, MA 02451
|
Chief Financial Officer and Treasurer of Verscend Technologies, Inc.
|
Name
|
Business Address
|
Principal Occupation
|
||
Ramzi M. Musallam
Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C., the non-member manager of Verscend Holdings LLC
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C.
|
Name
|
Business Address
|
Principal Occupation
|
||
Ramzi M. Musallam
Managing Partner of Veritas Capital Partners V, L.L.C., the general partner of The Veritas Capital Fund V, L.P.
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C.
|
Name
|
Business Address
|
Principal Occupation
|
||
Ramzi M. Musallam
Managing Partner
|
c/o Veritas Capital Fund Management, L.L.C.
9 West 57th Street, 29th Floor,
New York, NY 10019
|
Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C.
|
|
VERSCEND TECHNOLOGIES, INC.
|
||
|
|
||
|
By:
|
/s/ Emad Rizk |
|
|
|
Name: Emad Rizk
|
|
|
|
Title: Chief Executive Officer and President
|
|
|
|
|
|
|
VERSCEND HOLDING CORP.
|
||
|
|
||
|
By:
|
/s/ Emad Rizk |
|
|
|
Name: Emad Rizk
|
|
|
|
Title: Chief Executive Officer and President
|
|
|
|
|
|
|
VERSCEND HOLDING II CORP.
|
||
|
|
|
|
|
By:
|
/s/ Emad Rizk |
|
|
|
Name: Emad Rizk
|
|
|
|
Title: Chief Executive Officer and President
|
|
|
|
|
|
|
VERSCEND INTERMEDIATE HOLDING CORP.
|
||
|
|
|
|
|
By:
|
/s/ Emad Rizk |
|
|
|
Name: Emad Rizk
|
|
|
|
Title: Chief Executive Officer and President
|
|
VERSCEND HOLDINGS LLC
|
|||
By
|
Veritas Capital Fund Management, L.L.C., acting as the Non-Member Manager
|
||
By:
|
/s/ Ramzi M. Musallam | ||
Name: Ramzi M. Musallam
|
|||
Title: Chief Executive Officer and Managing Partner of Veritas Capital Fund Management, L.L.C., the non-member manager of Verscend Holdings LLC
|
|||
|
|
|
|
|
THE VERITAS CAPITAL FUND V, L.P.
|
||
|
By: Veritas Capital Partners V, L.L.C., its General Partner
|
||
|
|
|
|
|
By:
|
/s/ Ramzi M. Musallam |
|
|
|
Name: Ramzi M. Musallam
|
|
|
|
Title: Managing Partner of Veritas Capital Partners V, L.L.C., the general partner of The Veritas Capital Fund V, L.P.
|
|
|
|
|
|
|
VERITAS CAPITAL PARTNERS V, L.L.C.
|
||
|
|
|
|
|
By:
|
/s/ Ramzi M. Musallam |
|
|
|
Name: Ramzi M. Musallam
|
|
|
|
Title: Managing Partner
|
|
|
RAMZI M. MUSALLAM
|
||
|
|
|
|
|
/s/ Ramzi M. Musallam |
|
Attention: |
Kenneth M. Wolff
|
Email: |
Kenneth.Wolff@skadden.com
|
Facsimile: |
(212) 777-3000
|
VERSCEND TECHNOLOGIES, INC.
|
||
By:
|
/s/ Emad Rizk
|
|
Name: Emad Rizk
|
||
Title: Chief Executive Officer
|
ADVENT INTERNATIONAL GPE VI-A LIMITED PARTNERSHIP
|
||
ADVENT INTERNATIONAL GPE VI-B LIMITED PARTNERSHIP
|
||
ADVENT INTERNATIONAL GPE VI-F LIMITED PARTNERSHIP
|
||
ADVENT INTERNATIONAL GPE VI-G LIMITED PARTNERSHIP
|
||
By: GPE VI GP Limited Partnership, General Partner
|
||
By: Advent International LLC, General Partner
|
||
By: Advent International Corporation, Manager
|
||
By:
|
/s/ James Westra
|
|
Name: James Westra
|
||
Title: General Counsel, Chief Legal Officer, and Managing Partner
|
||
ADVENT INTERNATIONAL GPE VI-C LIMITED PARTNERSHIP
|
||
ADVENT INTERNATIONAL GPE VI-D LIMITED PARTNERSHIP
|
||
ADVENT INTERNATIONAL GPE VI-E LIMITED PARTNERSHIP
|
||
By: GPE VI GP (Delaware) Limited Partnership, General Partner
|
||
By: Advent International LLC, General Partner
|
||
By: Advent International Corporation, Manager
|
||
By:
|
/s/ James Westra
|
|
Name: James Westra
|
||
Title: General Counsel, Chief Legal Officer, and Managing Partner
|
||
ADVENT PARTNERS GPE VI 2008 LIMITED PARTNERSHIP
|
||
ADVENT PARTNERS GPE VI-A LIMITED PARTNERSHIP
|
||
ADVENT PARTNERS GPE VI 2009 LIMITED PARTNERSHIP
|
||
ADVENT PARTNERS GPE VI 2010 LIMITED PARTNERSHIP
|
||
ADVENT PARTNERS GPE VI-A 2010 LIMITED PARTNERSHIP
|
||
By: Advent International LLC, General Partner
|
||
By: Advent International Corporation, Manager
|
||
By:
|
/s/ James Westra
|
|
Name: James Westra
|
||
Title: General Counsel, Chief Legal Officer, and Managing Partner
|
ADVENT-COTIVITI ACQUISITION LIMITED PARTNERSHIP
|
||
ADVENT-COTIVITI ACQUISITION II LIMITED PARTNERSHIP
|
||
By: Advent-Cotiviti GP Corporation, General Partner
|
||
By:
|
/s/ James Westra
|
|
Name: James Westra
|
||
Title: General Counsel, Chief Legal Officer, and Managing Partner
|
Name of Stockholder
|
Existing Shares
|
Advent-Cotiviti Acquisition Limited Partnership
|
17,778,618
|
Advent-Cotiviti Acquisition II Limited Partnership
|
18,817,920
|
Advent Partners GPE VI 2008 Limited Partnership
|
651,453
|
Advent Partners GPE VI 2009 Limited Partnership
|
19,762
|
Advent Partners GPE VI 2010 Limited Partnership
|
46,608
|
Advent Partners GPE VI-A 2010 Limited Partnership
|
51,762
|
Advent Partners GPE VI-A Limited Partnership
|
58,043
|
Advent International GPE VI-C Limited Partnership
|
918,209
|
Advent International GPE VI-D Limited Partnership
|
875,864
|
Advent International GPE VI-E Limited Partnership
|
2,215,460
|
Name of Stockholder
|
Notices
|
Advent-Cotiviti Acquisition Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent-Cotiviti Acquisition II Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent Partners GPE VI 2008 Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent Partners GPE VI 2009 Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent Partners GPE VI 2010 Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent Partners GPE VI-A 2010 Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent Partners GPE VI-A Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent International GPE VI-C Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent International GPE VI-D Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|
Advent International GPE VI-E Limited Partnership
|
c/o Advent International Corporation
Prudential Tower
800 Boylston Street
Boston, MA 02199
Attn: James Westra, General Counsel
|