SEC Form 4 · accession 0001179110-18-010905
Cotiviti Holdings, Inc. · COTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nord Erik Samuelson
Officer — SVP, Chief Digital Officer
Period of report
Aug 27, 2018
Accepted (ET)
Aug 27, 2018 · 10:00 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001657197
Table I — non-derivative securities
No Table I lines on this filing.
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 | $34.70 | Aug 27, 2018 | D | 7,204 | D | — | Feb 1, 2028 | Common Stock, par value $0.001 | 7,204 | 0 | D |
| Restricted Stock UnitsF5,F2,F3 | — | Aug 27, 2018 | D | 92,052 | D | — | — | Common Stock, par value $0.001 | 92,052 | 0 | D |
| Restricted Stock UnitsF5,F2,F4 | — | Aug 27, 2018 | D | 2,881 | D | — | — | Common Stock, par value $0.001 | 2,881 | 0 | D |
Explanation of responses
- F1This 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.
- F2Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.
- F3These 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, November 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.
- F4These 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.
- F5Disposed 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.