SEC Form 4 · accession 0001179110-18-010901
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
Jul 31, 2018
Accepted (ET)
Aug 27, 2018 · 9:58 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 | Jul 31, 2018 | G | 225,000 | $0.00 | D | 2,531,934 | D | |
| Common Stock, par value $0.001 per share | Aug 7, 2018 | G | 580,000 | $0.00 | D | 1,951,934 | D | |
| Common Stock, par value $0.001F2 | Aug 27, 2018 | D | 1,951,934 | $44.75 | 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 | $13.79 | Aug 27, 2018 | D | 361,547 | D | — | Nov 25, 2025 | Common Stock, par value $0.001 | 361,547 | 0 | D |
| Options (right to buy)F4 | $19.00 | Aug 27, 2018 | D | 76,860 | D | — | May 25, 2026 | Common Stock, par value $0.001 | 76,860 | 0 | D |
| Options (right to buy)F5 | $34.39 | Aug 27, 2018 | D | 146,555 | D | — | Feb 1, 2027 | Common Stock, par value $0.001 | 146,555 | 0 | D |
| Options (right to buy)F6 | $34.70 | Aug 27, 2018 | D | 153,097 | D | — | Feb 1, 2028 | Common Stock, par value $0.001 | 153,097 | 0 | D |
| Restricted Stock UnitsF9,F7,F8 | — | Aug 27, 2018 | D | 6,406 | D | — | — | Common Stock, par value $0.001 | 6,406 | 0 | D |
| Restricted Stock UnitsF9,F7,F10 | — | Aug 27, 2018 | D | 18,320 | D | — | — | Common Stock, par value $0.001 | 18,320 | 0 | D |
| Restricted Stock UnitsF9,F7,F11 | — | Aug 27, 2018 | D | 61,239 | D | — | — | Common Stock, par value $0.001 | 61,239 | 0 | D |
Explanation of responses
- F1Includes 125 shares acquired under the Cotiviti Holdings, Inc. Employee Stock Purchase Plan on June 30, 2018.
- F10These Restricted Stock Units, which provided for vesting 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, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share.
- F11These Restricted Stock Units, which provided for vesting in equal annual installments of 25% of the shares over a 4-year period on each anniversary date of the grant, February 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.
- F2Disposed 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.
- F3This 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.
- F4This option, which provided for vesting in four equal annual installments commencing on May 25, 2017, 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.
- F5This option, which provided for vesting in four equal annual installments commencing on February 1, 2018, 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.
- F6This option, which provided for vesting in four equal annual installments commencing on February 1, 2019, 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.
- F7Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.
- F8These Restricted Stock Units, which provided for vesting 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, were cancelled in the merger in exchange for a cash payment equal to $44.75 per share.
- F9Disposed 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.