SEC Form 4 · accession 0001179110-17-008111
Cotiviti Holdings, Inc. · COTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Lawrence Connolly
Director
Period of report
May 25, 2017
Accepted (ET)
May 26, 2017 · 4:36 pm EDT
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 shareF1 | May 25, 2017 | M | 4,919 | — | A | 4,919 | D | |
| Common Stock, par value $0.001 per shareF2 | holding | — | — | — | 1,322,164 | I | By family trust for daughter | |
| Common Stock, par value $0.001 per shareF3 | holding | — | — | — | 1,322,162 | I | By family trust for son | |
| Common Stock, par value $0.001 per shareF4 | holding | — | — | — | 3,468,906 | I | By limited liability company |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F5 | — | May 25, 2017 | M | 4,919 | D | — | — | Common Stock, par value $0.001 per share | 4,919 | 0 | D |
Explanation of responses
- F1Restricted Stock Units convert into Common Stock on a one-for-one basis.
- F2Held directly by a family irrevocable trust of which the daughter of the Reporting Person is the beneficiary, and of which the Reporting Person is the trustee. 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.
- F3Held directly by a family irrevocable trust of which the son of the Reporting Person is the beneficiary, and of which the Reporting Person is the trustee. 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.
- F4These shares are held by JL Connolly LLC, of which Mr. Connolly is a member and is the sole manager. The Reporting Person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- F5On September 1, 2016, the Reporting Person was granted 4,919 Restricted Stock Units, all of which vested on May 25, 2017, the date of Cotiviti Holdings, Inc.'s first annual meeting following the date of grant.