Samuelson Nord Erik 4

4 · Cotiviti Holdings, Inc. · Filed Aug 27, 2018

Form 4

Period: 2018-08-27

SVP, Chief Digital Officer

Transactions

Disposition to Issuer
Restricted Stock Units
2018-08-27−92,052→ 0 total
→ Common Stock, par value $0.001 (92,052 underlying)
Disposition to Issuer
Options (right to buy)
2018-08-27$10.05/sh−7,204$72,400→ 0 total
Exercise: $34.70Exp: 2028-02-01→ Common Stock, par value $0.001 (7,204 underlying)
Disposition to Issuer
Restricted Stock Units
2018-08-27−2,881→ 0 total
→ Common Stock, par value $0.001 (2,881 underlying)

Footnotes (5)

[F1]This 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.
[F2]Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.
[F3]These 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.
[F4]These 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.
[F5]Disposed 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.

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