FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Williams J Douglas 		2. Issuer Name and Ticker or Trading Symbol

Cotiviti Holdings, Inc. [ COTV ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
CEO and Director
(Last)          (First)          (Middle)

C/O COTIVITI HOLDINGS, INC., ONE GLENLAKE PARKWAY, SUITE 1400 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2018
(Street)

ATLANTA, GA 30328
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share   7/31/2018     G   V 225000   D $0   2531934   (1) D    
Common Stock, par value $0.001 per share   8/7/2018     G   V 580000   D $0   1951934   D    
Common Stock, par value $0.001   8/27/2018     D    1951934   D $44.75   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy)   $13.79   8/27/2018     D         361547      (3) 11/25/2025   Common Stock, par value $0.001   361547   $30.96   0   D    
Options (right to buy)   $19.00   8/27/2018     D         76860      (4) 5/25/2026   Common Stock, par value $0.001   76860   $25.75   0   D    
Options (right to buy)   $34.39   8/27/2018     D         146555      (5) 2/1/2027   Common Stock, par value $0.001   146555   $10.36   0   D    
Options (right to buy)   $34.70   8/27/2018     D         153097      (6) 2/1/2028   Common Stock, par value $0.001   153097   $10.05   0   D    
Restricted Stock Units     (7) 8/27/2018     D         6406      (8)   (8) Common Stock, par value $0.001   6406     (9) 0   D    
Restricted Stock Units     (7) 8/27/2018     D         18320      (10)   (10) Common Stock, par value $0.001   18320     (9) 0   D    
Restricted Stock Units     (7) 8/27/2018     D         61239      (11)   (11) Common Stock, par value $0.001   61239     (9) 0   D    

Explanation of Responses:
(1)  Includes 125 shares acquired under the Cotiviti Holdings, Inc. Employee Stock Purchase Plan on June 30, 2018.
(2)  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 share.
(3)  This 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.
(4)  This 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.
(5)  This 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.
(6)  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.
(7)  Each Restricted Stock Unit represents the right to receive, at settlement, one (1) share of common stock, par value $0.001 per share.
(8)  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, 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.
(9)  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.
(10)  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, 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.
(11)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Williams J Douglas
C/O COTIVITI HOLDINGS, INC.
ONE GLENLAKE PARKWAY, SUITE 1400
ATLANTA, GA 30328 		X
CEO and Director

Signatures
/s/ Jonathan Olefson, Attorney-in-fact 8/27/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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