SEC Form 4 · accession 0001179110-18-002404
Cotiviti Holdings, Inc. · COTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Douglas Williams
Officer — CEO and Director · Director
Period of report
Feb 15, 2018
Accepted (ET)
Feb 20, 2018 · 5:06 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 | Feb 15, 2018 | M | 15,000 | $13.79 | A | 2,769,996 | D | |
| Common Stock, par value $0.001F2 | Feb 15, 2018 | S | 15,000 | $33.39 | D | 2,754,996 | D | |
| Common Stock, par value $0.001 | Feb 16, 2018 | M | 15,000 | $13.79 | A | 2,769,996 | D | |
| Common Stock, par value $0.001F3 | Feb 16, 2018 | S | 15,000 | $33.88 | D | 2,754,996 | 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)F4 | $13.79 | Feb 15, 2018 | M | 15,000 | D | — | Jul 1, 2025 | Common Stock, par value $0.001 | 15,000 | 225,000 | D |
| Options (right to buy)F4 | $13.79 | Feb 16, 2018 | M | 15,000 | D | — | Jul 1, 2025 | Common Stock, par value $0.001 | 15,000 | 210,000 | 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 March 9, 2017.
- F2The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $32.84 to $33.745, 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).
- F3The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.41 to $34.14, 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 (3).
- F4These options vested in full on May 26, 2016, the closing date of Cotiviti Holdings, Inc.'s initial public offering.