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 *

ADVENT INTERNATIONAL CORP/MA 		2. Issuer Name and Ticker or Trading Symbol

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

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

C/O ADVENT INTERNATIONAL CORPORATION, 800 BOYLSTON STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/27/2018
(Street)

BOSTON, MA 02199
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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   8/27/2018     J (1)    41433699   D $44.75   0   I   See Footnotes   (2) (3) (4) (5) (6) (7)

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

Explanation of Responses:
(1)  Disposed 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.
(2)  Represents 17,778,618 shares which were held directly by Advent-Cotiviti Acquisition Limited Partnership ("ACA LP"), 18,817,920 shares which were held directly by Advent-Cotiviti Acquisition II Limited Partnership ("ACA II LP"), 918,209 shares which were directly owned by Advent International GPE VI-C Limited Partnership ("AI GPE VI-C"), 875,864 shares which were directly owned by Advent International GPE VI-D Limited Partnership ("AI GPE VI-D"), 2,215,460 shares which were directly owned by Advent International GPE VI-E Limited Partnership ("AI GPE VI-E"), 651,453 shares which were directly owned by Advent Partners GPE VI 2008 Limited Partnership ("AP GPE VI 2008"), TO BE CONTINUED IN NEXT FOOTNOTE
(3)  CONTINUTED FROM PREVIOUS FOOTNOTE: 19,762 shares which were directly owned by Advent Partners GPE VI 2009 Limited Partnership ("AP GPE VI 2009"), 46,608 shares which were directly owned by Advent Partners GPE VI 2010 Limited Partnership ("AP GPE VI 2010"), 51,762 shares which were directly owned by Advent Partners GPE VI-A 2010 Limited Partnership ("AP GPE VI-A 2010") and 58,043 shares which were directly owned by Advent Partners GPE VI-A Limited Partnership ("AP GPE VI-A").
(4)  Advent International Corporation ("AIC") is the manager of Advent International LLC ("AILLC"), which is the general partner of each of GPE VI GP Limited Partnership ("GPE VI GP"), GPE VI GP (Delaware) Limited Partnership ("GPE VI (DE) GP"), AP GPE VI 2008, AP GPE VI 2009, AP GPE VI 2010, AP GPE VI-A and AP GPE VI-A 2010 (AP GPE VI 2008, AP GPE VI 2009, AP GPE VI 2010, AP GPE VI-A and AP GPE VI-A 2010 are collectively the "AP Funds").
(5)  Advent-Cotiviti GP Corporation ("AC GP") is the general partner of ACA LP and ACA II LP. Advent International GPE VI Limited Partnership ("AI GPE VI"), Advent International GPE VI-A Limited Partnership ("AI GPE VI-A"), Advent International GPE VI-B Limited Partnership ("AI GPE VI-B"), Advent International GPE VI-F Limited Partnership ("AI GPE VI-F") and Advent International GPE VI-G Limited Partnership ("AI GPE VI-G" and, together with AI GPE VI, AI GPE VI-A, AI GPE VI-B and AI GPE VI-F, the "GPE VI GP Funds") collectively own 100% of AC GP. AI GPE VI owns 100% of the limited partnership interests in ACA LP and the other GPE VI GP Funds collectively own 100% of the limited partnership interests in ACA II LP.
(6)  GPE VI GP is the general partner of the GPE VI GP Funds. GPE VI (DE) GP is the general partner of AI GPE VI-C, AI GPE VI-D and AI GPE VI-E (collectively, the "GPE VI (DE) GP Funds" and together with the GPE VI GP Funds and the AP Funds, the "Advent Funds").
(7)  Each of AIC, AILLC, GPE VI GP, GPE VI (DE) GP, ACA LP, ACA II LP, AC GP and the Advent Funds are referred to herein as the "Reporting Persons". Each Reporting Person disclaims Section 16 beneficial ownership of the shares reported herein except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

Remarks:
This Form 4 is the second of three Forms 4 being filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Advent International Corporation.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ADVENT INTERNATIONAL CORP/MA
C/O ADVENT INTERNATIONAL CORPORATION
800 BOYLSTON STREET
BOSTON, MA 02199
X

GPE VI GP Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
800 BOYLSTON STREET
BOSTON, MA 02199
X

GPE VI GP (Delaware) Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
800 BOYLSTON STREET
BOSTON, MA 02199
X

Advent Partners GPE VI 2008 Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
800 BOYLSTON STREET
BOSTON, MA 02199
X

Advent Partners GPE VI 2009 Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
800 BOYLSTON STREET
BOSTON, MA 02199
X

Advent Partners GPE VI 2010 Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
800 BOYLSTON STREET
BOSTON, MA 02199
X

Advent Partners GPE VI-A 2010 Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
800 BOYLSTON STREET
BOSTON, MA 02199
X

Advent Partners GPE VI-A Limited Partnership
C/O ADVENT INTERNATIONAL CORPORATION
800 BOYLSTON STREET
BOSTON, MA 02199
X


Signatures
/s/ Richard Terranova, Attorney-in-Fact for Advent International Corp 8/29/2018
** Signature of Reporting Person Date

/s/ Richard Terranova, Attorney-in-Fact for GPE VI GP Limited Partnership 8/29/2018
** Signature of Reporting Person Date

/s/ Richard Terranova, Attorney-in-Fact for GPE VI GP (Delaware) Limited Partnership 8/29/2018
** Signature of Reporting Person Date

/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2008 Limited Partnership 8/29/2018
** Signature of Reporting Person Date

/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2009 Limited Partnership 8/29/2018
** Signature of Reporting Person Date

/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI 2010 Limited Partnership 8/29/2018
** Signature of Reporting Person Date

/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI A 2010 Limited Partnership 8/29/2018
** Signature of Reporting Person Date

/s/ Richard Terranova, Attorney-in-Fact for Advent Partners GPE-VI A Limited Partnership 8/29/2018
** 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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