SEC Form 4 · accession 0001104659-16-163512
Cotiviti Holdings, Inc. · COTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elizabeth Connolly Alexander
Director
Period of report
Dec 21, 2016
Accepted (ET)
Dec 22, 2016 · 5:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001657197
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per share | Dec 21, 2016 | G | 490,529 | $0.00 | D | 0 | I | By son |
| Common Stock, par value $0.001 per share | Dec 21, 2016 | G | 490,529 | $0.00 | A | 490,529 | I | By family trust for daughter |
| Common Stock, par value $0.001 per shareF3 | holding | — | — | — | 1,962,116 | D | ||
| Common Stock, par value $0.001 per shareF4 | holding | — | — | — | 490,519 | I | By family trust for son | |
| Common Stock, par value $0.001 per shareF4 | holding | — | — | — | 490,529 | I | By family trust for daughter | |
| Common Stock, par value $0.001 per shareF5 | holding | — | — | — | 1,048,096 | I | By limited liability company |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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.
- F2On 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.
- F3The reporting person received these shares in the pro rata distribution described in Note (1) above.
- F4After 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.
- F5These shares are held by MHV. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.