SEC Form 4 · accession 0001179110-18-010895
Cotiviti Holdings, Inc. · COTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Elizabeth Connolly Alexander
Director
Period of report
Aug 27, 2018
Accepted (ET)
Aug 27, 2018 · 9:56 am 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 | Aug 27, 2018 | D | 1,618,602 | — | D | 0 | D | |
| Common Stock, par value $0.001F1,F2 | Aug 27, 2018 | D | 305,747 | — | D | 0 | I | By limited liability company |
| Common Stock, par value $0.001 per shareF1,F3 | Aug 27, 2018 | D | 402,363 | — | D | 0 | I | By family trust for son |
| Common Stock, par value $0.001 per shareF1,F4 | Aug 27, 2018 | D | 402,373 | — | D | 0 | I | By family trust for daughter |
| Common Stock, par value $0.001 per shareF1,F5 | Aug 27, 2018 | D | 402,373 | — | D | 0 | I | By family trust for daughter |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock options (right to buy)F6 | $6.26 | Aug 27, 2018 | D | 97,600 | D | — | Dec 22, 2023 | Common Stock, par value $0.001 | 97,600 | 0 | D |
| Options (right to buy)F7 | $6.26 | Aug 27, 2018 | D | 97,600 | D | — | Dec 22, 2023 | Common Stock, par value $0.001 | 97,600 | 0 | D |
| Restricted Stock UnitsF10,F8,F9 | — | Aug 27, 2018 | D | 4,708 | D | — | — | Common Stock, par value $0.001 | 4,708 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per share.
- F10Disposed of pursuant to an Agreement and Plan of Merger, dated June 19, 2018, between Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc. in exchange for a cash payment of $44.75 per restricted stock unit.
- F2These shares are held by Milton Harbor View, LLC, of which the Reporting Person and her spouse are the sole managers and of which she is a member. The Reporting Person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
- F3Held directly by a family irrevocable trust of which a son of the Reporting Person is the beneficiary, and of which the trustees are an institution and the Reporting Person's spouse. 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.
- F4Held directly by a family irrevocable trust of which a daughter of the Reporting Person is the beneficiary, and of which the trustees are an institution and the Reporting Person's spouse. 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.
- F5Held directly by a family irrevocable trust of which a daughter of the Reporting Person is the beneficiary, and of which the trustees are an institution and the Reporting Person's spouse. 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.
- F6This option, which was fully vested on July 21, 2014, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option.
- F7This option, which was fully vested on September 30, 2016, was cancelled in the merger in exchange for a cash payment equal to: (a) the number of shares of Issuer common stock underlying the option, multiplied by (b) the excess of $44.75 over the per share exercise price of such option.
- F8Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.
- F9These Restricted Stock Units, which provided for vesting on the date of Cotiviti Holdings, Inc.'s first annual meeting of stockholders following the date of grant, June 1, 2018, subject to the Reporting Person's continued service through each applicable vesting date, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share.