SEC Form 4 · accession 0001209191-18-048790
Cotiviti Holdings, Inc. · COTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John L. Maldonado
Director
Period of report
Aug 27, 2018
Accepted (ET)
Aug 29, 2018 · 4:11 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 StockF2,F3 | Aug 27, 2018 | D | 41,433,699 | $44.75 | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement") among Verscend Technologies, Inc., Rey Merger Sub, Inc. and Cotiviti Holdings, Inc. (the "Issuer") dated as of June 19, 2018. At the effective time of the merger (the "Effective Time") as contemplated in the Merger Agreement, each share of outstanding Issuer common stock immediately prior to the Effective Time was cancelled in exchange for $44.75 per share.
- F2The Reporting Person is a Managing Partner at Advent International Corporation ("AIC") and in addition may have limited partnership or other interests in one or more of the Advent Entities (as defined below). AIC manages funds that collectively own 41,433,699 shares (the "Shares"), which are represented as follows: 17,778,618 shares which were held directly by Advent-Cotiviti Acquisition Limited Partnership, 18,817,920 which were held directly by Advent-Cotiviti Acquisition II Limited Partnership, 918,209 shares which were directly owned by Advent International GPE VI-C Limited Partnership, 875,864 shares which were directly owned by Advent International GPE VI-D Limited Partnership, 2,215,460 shares which were directly owned by Advent International GPE VI-E Limited Partnership, 651,453 shares which were directly owned by Advent Partners GPE VI 2008 Limited Partnership, (CONTINUED IN NEXT FOOTNOTE)
- F3CONTINUED FROM PREVIOUS FOOTNOTE) 19,762 shares which were directly owned by Advent Partners GPE VI 2009 Limited Partnership 46,608 shares which were directly owned by Advent Partners GPE VI 2010 Limited Partnership, 51,762 shares which were directly owned by Advent Partners GPE VI-A 2010 Limited Partnership and 58,043 shares which were directly owned by Advent Partners GPE VI-A Limited Partnership (collectively and together with certain other affiliates of Advent, the "Advent Entities"). The Reporting Person disclaims Section 16 beneficial ownership of the Shares except to the extent of his pecuniary interest therein, if any, and the reference to these Shares in this report shall not be deemed an admission of beneficial ownership of all of the Shares for purposes of Section 16 or any other purpose.