SEC Form 3 · accession 0001179110-17-011985

Cotiviti Holdings, Inc. · COTV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Adrienne Elizabeth Calderone

Officer — Interim CFO

Period of report

Sep 1, 2017

Accepted (ET)

Sep 5, 2017 · 5:05 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 share	holding	—	—		—	18,992	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)^F1	$6.26	holding	—	—	—	—	Jan 18, 2023	Common Stock, par value $0.001 per share	9,150	—	D
Options (Right to Buy)^F2	$6.26	holding	—	—	—	—	Jan 18, 2023	Common Stock, par value $0.001 per share	9,150	—	D
Options (Right to Buy)^F3	$13.79	holding	—	—	—	—	Nov 23, 2025	Common Stock, par value $0.001 per share	10,846	—	D
Options (Right to Buy)^F4	$13.79	holding	—	—	—	—	Nov 23, 2025	Common Stock, par value $0.001 per share	10,846	—	D
Options (Right to Buy)^F5	$19.00	holding	—	—	—	—	May 25, 2026	Common Stock, par value $0.001 per share	15,250	—	D
Options (Right to Buy)^F6	$34.39	holding	—	—	—	—	Feb 1, 2027	Common Stock, par value $0.001 per share	1,022	—	D
Restricted Stock Units^F8,F7	—	holding	—	—	—	—	—	Common Stock, par value $0.001 per share	1,022	—	D

Explanation of responses

F1These options vest and become exercisable in equal annual installments of 20% of the shares over a 5-year period on each November 19 following the grant date (January 18, 2013), beginning November 19, 2013, subject to the Reporting Person's continued service through each applicable vesting date.
F2These options ("2013 Performance Awards") vest based on upon the weighted average price of the Issuer's common stock for any fiscal quarter exceeding a value calculated by the Issuer at the end of each such fiscal quarter in accordance with the Stock Option Award Agreement pursuant to which the 2013 Performance Awards were granted, subject to the Reporting Person's continued service through each applicable vesting date. All of the 2013 Performance Awards were vested as of September 30, 2016.
F3These options vest and become exercisable in equal annual installments of 20% of the shares over a 5-year period on each July 1 following the grant date (November 23, 2015), beginning July 1, 2016, subject to the Reporting Person's continued service through each applicable vesting date.
F4These options ("2015 Performance Awards") vest based on upon the weighted average price of the Issuer's common stock for any fiscal quarter exceeding a value calculated by the Issuer at the end of each such fiscal quarter in accordance with the Stock Option Award Agreement pursuant to which the 2015 Performance Awards were granted, subject to the Reporting Person's continued service through each applicable vesting date. All of the 2015 Performance Awards were vested as of September 30, 2016.
F5These options vest and become exercisable 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.
F6These options vest and become exercisable 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.
F7The Restricted Stock Units vest 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.
F8Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.