SEC Form 4 · accession 0001179110-17-001029
Cotiviti Holdings, Inc. · COTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas Present
Director
Period of report
Jan 17, 2017
Accepted (ET)
Jan 18, 2017 · 6:38 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 | Jan 17, 2017 | M | 18,544 | $6.26 | A | 18,544 | D | |
| Common Stock, par value $0.001 | Jan 17, 2017 | M | 23,180 | $6.26 | A | 41,724 | D | |
| Common Stock, par value $0.001 | Jan 17, 2017 | M | 8,276 | $6.26 | A | 50,000 | D | |
| Common Stock, par value $0.001F2 | Jan 17, 2017 | S | 50,000 | $34.16 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (right to buy)F3 | $6.26 | Jan 17, 2017 | M | 18,544 | D | — | Nov 1, 2022 | Common Stock, par value $0.001 | 18,544 | 4,636 | D |
| Options (right to buy)F4 | $6.26 | Jan 17, 2017 | M | 23,180 | D | — | Nov 1, 2022 | Common Stock, par value $0.001 | 23,180 | 0 | D |
| Options (right to buy)F5 | $6.26 | Jan 17, 2017 | M | 8,276 | D | — | Nov 1, 2023 | Common Stock, par value $0.001 | 8,276 | 53,304 | D |
Explanation of responses
- F1The sales reported in this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on December 12, 2016.
- F2The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.89 to $34.72, inclusive. The Reporting Person undertakes to provide upon request to Cotiviti Holdings, Inc., any security holder of Cotiviti Holdings, Inc. or to the staff of the Securities and Exchange Commission, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2).
- F3These 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, November 01, 2012, subject to the Reporting Person's continued service through each applicable vesting date. Accordingly, 18,544 of these options were vested as of November 01, 2016, and the remaining 4,636 will vest on November 01, 2017, subject to the Reporting Person's continued service through the vesting date.
- F4These 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 of these Performance Awards had vested as of September 30, 2016.
- F555,632 of these options had vested as of November 01, 2016. The remaining 5,948 options vest and become exercisable in equal annual installments of 50% of the shares on November 01, 2017, and November 01, 2018, subject to the Reporting Person's continued service through each applicable vesting date.