COTV / Cotiviti Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

COTV / Cotiviti Holdings, Inc. FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-37787 Cotiviti Holdings, Inc. (Exact name of registrant as specified in

COTV / Cotiviti Holdings, Inc. / Musallam Ramzi M - SCHEDULE 13D, AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cotiviti Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 7, 2018, pursuant to the provisions of Rule 12d2-2 (a).

COTV / Cotiviti Holdings, Inc. POSASR

As filed with the Securities and Exchange Commission on August 27, 2018 Registration No.

COTV / Cotiviti Holdings, Inc. S-8 POS

As filed with the Securities and Exchange Commission on August 27, 2018 Registration No.

COTV / Cotiviti Holdings, Inc. S-8 POS

As filed with the Securities and Exchange Commission on August 27, 2018 Registration No.

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 27, 2018 COTIVITI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-37787 46-0595918 (State or other jurisdiction of incorporation) (Commission

Amended and Restated Bylaws of Cotiviti (filed herewith)

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF COTIVITI HOLDINGS, INC. A Delaware Corporation Effective August 27, 2018 1642504.04-NYCSR03A - MSW TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1.1 Registered Office 1 Section 1.2 Other Offices 1 ARTICLE II MEETINGS OF STOCKHOLDERS Section 2.1 Place of Meetings 1 Section 2.2 Annual Meetings 1 Section 2.3 Special Meetings 1 Section 2.4 Notice 2 Sectio

Verscend Technologies, Inc., Completes Acquisition of Cotiviti Holdings, Inc. The combined healthcare information technology company plans to operate privately as Cotiviti, with Dr. Emad Rizk as president and chief executive officer

Exhibit 99.1 Verscend Technologies, Inc., Completes Acquisition of Cotiviti Holdings, Inc. The combined healthcare information technology company plans to operate privately as Cotiviti, with Dr. Emad Rizk as president and chief executive officer ATLANTA & WALTHAM, Mass. — August 27, 2018 — Verscend Technologies, Inc. (“Verscend”), a portfolio company of Veritas Capital (“Veritas”) and a leader in

Amended and Restated Certificate of Incorporation of Cotiviti (filed herewith)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COTIVITI HOLDINGS, INC. FIRST: The name of the Corporation is Cotiviti Holdings, Inc. (hereinafter the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Zip Code 19808. The name of its registered agent at that address i

Cotiviti Shareholders Approve Merger Agreement with Verscend The Combination Creates a Leading Data and Analytics-Driven Healthcare Solutions Provider with Increased Scale

Exhibit 99.1 Cotiviti Shareholders Approve Merger Agreement with Verscend The Combination Creates a Leading Data and Analytics-Driven Healthcare Solutions Provider with Increased Scale ATLANTA, GA, and WALTHAM, MA – August 24, 2018 - Cotiviti Holdings, Inc. (NYSE: COTV) (“Cotiviti”), a leading provider of payment accuracy and analytics-driven solutions focused primarily on the healthcare industry,

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 24, 2018 (Date of earliest event reported) Cotiviti Holdings, Inc.

COTV / Cotiviti Holdings, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confide

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: July 26, 2018 (Date of earliest event reported) Cotiviti Holdings, Inc.

Analytics. Insight. Value. 2018 Second Quarter Financial Supplement As of June 30, 2018 1

Exhibit 99.2 Analytics. Insight. Value. 2018 Second Quarter Financial Supplement As of June 30, 2018 1 Cotiviti Holdings, Inc. 2018 Revenue by Segment Healthcare Retrospective claims accuracy(a) Prospective claims accuracy Other $ 93,529 62,745 5,431 $ 86,627 62,020 2,912 8 % $ 227,452 121,030 13,594 $ 164,143 121,737 5,482 39 % 1 86 % % (1) 148 % % Global Retail and Other Retrospective claims acc

Cotiviti Announces Second Quarter 2018 Results Revenue of $177.5 million, up 6% over prior year period Non-GAAP adjusted net revenue of $176.9 million, up 6% over prior year period Net income of $16.6 million, down 21% over prior year period Net inco

Exhibit 99.1 Cotiviti Announces Second Quarter 2018 Results Revenue of $177.5 million, up 6% over prior year period Non-GAAP adjusted net revenue of $176.9 million, up 6% over prior year period Net income of $16.6 million, down 21% over prior year period Net income per diluted share of $0.17 Non-GAAP adjusted net income per diluted share of $0.46 Non-GAAP adjusted EBITDA of $70.3 million, up 10% o

Transaction Bonus Agreement, dated as of June 19, 2018, between the Company and Bradley Ferguson.

Exhibit 10.1 June 19, 2018 Brad Ferguson 3108 East Pine Valley Road Atlanta, GA 30305 Dear Brad: As you may know, Cotiviti Holdings, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will become a direct or indirect wholly-owned subsidiary of Verscend Technologies, Inc. (“Parent”) or one of its affiliates (the “Merger”). We ar

Transaction Bonus Agreement, dated as of June 19, 2018, between the Company and Jonathan Olefson.

Exhibit 10.3 June 19, 2018 Jonathan Olefson 28 Sturges Commons Westport, CT 06880 Dear Jonathan: As you may know, Cotiviti Holdings, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will become a direct or indirect wholly-owned subsidiary of Verscend Technologies, Inc. (“Parent”) or one of its affiliates (the “Merger”). We ar

Transaction Bonus Agreement, dated as of June 19, 2018, between the Company and Nord Samuelson.

Exhibit 10.4 June 19, 2018 Nord Samuelson 54 Stevens Farm Road Freeport, ME 04032 Dear Nord: As you may know, Cotiviti Holdings, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will become a direct or indirect wholly-owned subsidiary of Verscend Technologies, Inc. (“Parent”) or one of its affiliates (the “Merger”). We are pl

Transaction Bonus Agreement, dated as of June 19, 2018, between the Company and David Beaulieu.

Exhibit 10.2 June 19, 2018 David Beaulieu 17 Midlands Drive Avon, CT 06001 Dear David: As you may know, Cotiviti Holdings, Inc. (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company will become a direct or indirect wholly-owned subsidiary of Verscend Technologies, Inc. (“Parent”) or one of its affiliates (the “Merger”). We are pleased

Retention Agreement, dated as of June 19, 2018, between the Company and Adrienne Calderone.

Exhibit 10.5 June 6, 2018 Adrienne Calderone 557 Belden Hill Rd Wilton, CT 06897 RE: Project Rey – Retention Dear Adrienne, We recognize that the recent activity involving a potential sale of Cotiviti (the “Company”) may cause concern for you. The decision to undertake this process was made after careful consideration by the Board of Directors who believe it to be in the best interest of the Compa

COTV / Cotiviti Holdings, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc.

COTV / Cotiviti Holdings, Inc. DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

COTV / Cotiviti Holdings, Inc. PREM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

VOTING AND SUPPORT AGREEMENT

Exhibit 99.3 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT, dated as of June 19, 2018 (this “Agreement”), is made and entered into by and between Verscend Technologies, Inc., a Delaware corporation (“Parent”), and the undersigned stockholders (the “Stockholders”) of the Company. Parent and the Stockholders are referred to individually as a “Party” and collectively as the “Parties.

COTV / Cotiviti Holdings, Inc. / Musallam Ramzi M - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities Exchange Act of 1934 Cotiviti Holdings, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22164K101 (CUSIP

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.001, of Cotiviti Holdings, Inc. and further agree that this Joint Filing Agreement be included as an exhib

COTV / Cotiviti Holdings, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a‑101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Agreement and Plan of Merger, dated as of June 19, 2018, by and among and Verscend Technologies, Inc., Rey Merger Sub, Inc. and Cotiviti Holdings, Inc. (filed herewith)*

QuickLinks - Click here to rapidly navigate through this document Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG VERSCEND TECHNOLOGIES, INC., REY MERGER SUB, INC. AND COTIVITI HOLDINGS, INC. JUNE 19, 2018 TABLE OF CONTENTS Page Article I. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Definitional and Interpretative Provisions 13 Article II. THE TRANSACTION 14 Secti

COTV / Cotiviti Holdings, Inc. 8-K

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Agreement and Plan of Merger, dated as of June 19, 2018, by and among and Verscend Technologies, Inc., Rey Merger Sub, Inc. and Cotiviti Holdings, Inc. (filed herewith)*

QuickLinks - Click here to rapidly navigate through this document Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG VERSCEND TECHNOLOGIES, INC., REY MERGER SUB, INC. AND COTIVITI HOLDINGS, INC. JUNE 19, 2018 TABLE OF CONTENTS Page Article I. DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Definitional and Interpretative Provisions 13 Article II. THE TRANSACTION 14 Secti

COTV / Cotiviti Holdings, Inc. 425 (Prospectus)

Filed by Cotiviti Holdings, Inc. pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Cotiviti Holdings, Inc. Commission File No. of Subject Company: 001-37787 Today we announced that we have entered into a definitive agreement to be acquired by Verscend, a healthcare data analytics company. This i

COTV / Cotiviti Holdings, Inc. 425 (Prospectus)

Filed by Cotiviti Holdings, Inc. pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Cotiviti Holdings, Inc. Commission File No. of Subject Company: 001-37787 Today we announced that we have entered into a definitive agreement to be acquired by Verscend, a healthcare data analytics company. This i

COTV / Cotiviti Holdings, Inc. 425 (Prospectus)

Filed by Cotiviti Holdings, Inc. pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Cotiviti Holdings, Inc. Commission File No. of Subject Company: 001-37787 BRIEF VOICE MESSAGE Cotiviti Team, This is Doug Williams. I have some important news to share with you, which I’ve also shared through emai

COTV / Cotiviti Holdings, Inc. 425 (Prospectus)

Filed by Cotiviti Holdings, Inc. pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Cotiviti Holdings, Inc. Commission File No. of Subject Company: 001-37787 I have some important news to share with you today. Today we announced that we have entered into a definitive agreement to be acquired by V

COTV / Cotiviti Holdings, Inc. 425 (Prospectus)

Filed by Cotiviti Holdings, Inc. pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Cotiviti Holdings, Inc. Commission File No. of Subject Company: 001-37787 We will periodically update and post this document on the SharePoint homepage. QUESTION ANSWER About the transaction Why are we combining w

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 19, 2018 (Date of earliest event reported) Cotiviti Holdings, Inc.

Veritas Capital-backed Verscend to Acquire Cotiviti for $4.9 Billion Creates a Leading Data and Analytics-Driven Healthcare Solutions Provider with Increased Scale

EXHIBIT 99.1 Filed by Cotiviti Holdings, Inc. pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Cotiviti Holdings, Inc. Commission File No. of Subject Company: 001-37787 Veritas Capital-backed Verscend to Acquire Cotiviti for $4.9 Billion Creates a Leading Data and Analytics-Driven Healthcare So

COTV / Cotiviti Holdings, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 19, 2018 (Date of earliest event reported) Cotiviti Holdings, Inc.

Veritas Capital-backed Verscend to Acquire Cotiviti for $4.9 Billion Creates a Leading Data and Analytics-Driven Healthcare Solutions Provider with Increased Scale

EXHIBIT 99.1 Filed by Cotiviti Holdings, Inc. pursuant to Rule 425 Under the Securities Act of 1933 And Deemed Filed Pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Cotiviti Holdings, Inc. Commission File No. of Subject Company: 001-37787 Veritas Capital-backed Verscend to Acquire Cotiviti for $4.9 Billion Creates a Leading Data and Analytics-Driven Healthcare So

Cotiviti Holdings, Inc. Investor Presentation May 2018

Exhibit 99.1 Cotiviti Holdings, Inc. Investor Presentation May 2018 Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties. All statements other than statements of historical fact or relating to present facts o

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 29, 2018 (Date of earliest event reported) Cotiviti Holdings, Inc.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 24, 2018 (Date of earliest event reported) Cotiviti Holdings, Inc.

COTV / Cotiviti Holdings, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 1, 2018 (Date of earliest event reported) Cotiviti Holdings, Inc.

Analytics. Insight. Value. Cotiviti 2018 First Quarter Financial Supplement As of March 31, 2018

Exhibit 99.2 Analytics. Insight. Value. Cotiviti 2018 First Quarter Financial Supplement As of March 31, 2018 Cotiviti Holdings, Inc. 2018 Revenue by Segment Healthcare Retrospective claims accuracy(a) Prospective claims accuracy Other $ 133,923 58,285 8,163 $ 77,516 59,717 2,570 73 % (2) 218 % % Global Retail and Other Retrospective claims accuracy Other 18,663 - 19,674 656 (5) NM % % a)Revenue i

Cotiviti Announces First Quarter 2018 Results Revenue of $219.0 million, up 37% over prior year period Non-GAAP adjusted revenue of $172.5 million, up 8% over prior year period Net income of $53.9 million, up 100% over prior year period Net income pe

Exhibit 99.1 Cotiviti Announces First Quarter 2018 Results Revenue of $219.0 million, up 37% over prior year period Non-GAAP adjusted revenue of $172.5 million, up 8% over prior year period Net income of $53.9 million, up 100% over prior year period Net income per diluted share of $0.57 Non-GAAP adjusted net income per diluted share of $0.41 Non-GAAP adjusted EBITDA of $63.8 million, up 11% over p

COTV / Cotiviti Holdings, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a‑101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

COTV / Cotiviti Holdings, Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a‑101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

List of subsidiaries of the Company.

Exhibit 21.1 SUBSIDIARIES OF COTIVITI HOLDINGS, INC. Subsidiary State or Other Jurisdiction of Formation Cotiviti Intermediate Holdings, Inc. Delaware Cotiviti Corporation Delaware Cotiviti Domestic Holdings, Inc. Delaware Cotiviti, LLC Delaware Cotiviti USA, LLC Delaware Cotiviti International Holdings, Inc. Delaware Cotiviti Europe Limited (UK) United Kingdom Cotiviti Canada Corp. Nova Scotia, C

Executive Employment Agreement, dated October 23, 2017, by and between Nord Samuelson and Cotiviti USA, LLC.

Exhibit 10-7 Executive Employment Agreement This Employment Agreement (the “Agreement”), entered into on October 23, 2017, is by and between Nord Samuelson (the “Executive”) and Cotiviti USA, LLC, a Delaware limited liability company (the “Employer”).

Executive Employment Agreement, dated May 15, 2015, by and between Jonathan Olefson and Connolly iHealth Technologies, LLC.

Exhibit 10-8 Executive Employment Agreement This Employment Agreement (the “Agreement”), entered into on May 15, 2015, is by and between Jonathan Olefson (the “Executive”) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the “Employer”).

Executive Employment Agreement, dated October 27, 2017, by and between Bradley Ferguson and Cotiviti USA, LLC.

Exhibit 10-6 Executive Employment Agreement This Employment Agreement (the “Agreement”), entered into on October , 2017, is by and between Brad Ferguson (the “Executive”) and Cotiviti USA, LLC, a Delaware limited liability company (the “Employer”).

COTV / Cotiviti Holdings, Inc. 10-K (Annual Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37787 Cotiviti Holdings, Inc.

Cotiviti Announces Fourth Quarter and Full Year 2017 Results Fourth quarter revenue $176.7 million; full-year revenue $678.7 million Fourth quarter net income $70.7 million; full-year net income $138.2 million Fourth quarter net income per diluted sh

cotvEx99110K Exhibit 99.1 Cotiviti Announces Fourth Quarter and Full Year 2017 Results Fourth quarter revenue $176.7 million; full-year revenue $678.7 million Fourth quarter net income $70.7 million; full-year net income $138.2 million Fourth quarter net income per diluted share $0.74; full-year net income per diluted share $1.45 Fourth quarter non-GAAP adjusted net income1 per diluted share $0.47

2017 Fourth Quarter Financial Supplement Analytics. Insight. Value. As of December 31, 2017

cotvEx99210K Exhibit 99.2 2017 Fourth Quarter Financial Supplement Analytics. Insight. Value. As of December 31, 2017 Cotiviti Holdings, Inc. 2017 Revenue by Segment 2017 2016 Change 2017 2016 Change Healthcare $ 99,124 $ 86,161 15 % $ 351,662 $ 310,496 13 % 51,827 59,859 (13) % 236,192 229,491 3 % 6,696 2,378 182 % 17,374 12,054 44 % Total Healthcare 157,647 148,398 6 % 605,228 552,041 10 % Globa

Financial Statements and Exhibits, Results of Operations and Financial Condition

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 21, 2018 (Date of earliest event reported) Cotiviti Holdings, Inc.

COTV / Cotiviti Holdings, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* COTIVITI HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22164K101 (CUSIP Number) Richard Terranova, Advent International 800 Boylston Street, Boston MA 02199 (Name, Address and Telephone N

COTV / Cotiviti Holdings, Inc. / Connolly Lawrence - SC 13G/A (Passive Investment)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cotiviti Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 22164K 101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

COTV / Cotiviti Holdings, Inc. / Alexander Elizabeth Connolly - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cotiviti Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 22164K 101 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Cotiviti Appoints R. Halsey Wise to Board of Directors

cotvEx991 Exhibit 99.1 Cotiviti Appoints R. Halsey Wise to Board of Directors ATLANTA, GA, November 16, 2017 (BUSINESS WIRE) – Cotiviti Holdings, Inc. (NYSE: COTV) (“Cotiviti”), a leading provider of payment accuracy and analytics-driven solutions primarily focused on the healthcare industry, today announced the appointment of R. Halsey Wise as an independent director of the Company, effective Dec

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

cotvCurrentFolio8KDirector UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 14, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

To wfan UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q

cotvCurrentFolio10Q Table of Contents To wfan UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc.

Cotiviti Announces Third Quarter 2017 Results Board Authorizes $100 Million Share Repurchase Program Revenue of $174.2 million, up 11% over prior year period Net Income of $19.5 million Net Income per diluted share of $0.20 Non-GAAP Adjusted Net Inco

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 Cotiviti Announces Third Quarter 2017 Results Board Authorizes $100 Million Share Repurchase Program Revenue of $174.2 million, up 11% over prior year period Net Income of $19.5 million Net Income per diluted share of $0.20 Non-GAAP Adjusted Net Income per diluted share of $0.39 Non-GAAP Adjusted EBITDA of $68.4 million ATLANTA, GA, October 31, 2017. (BUS

2017 Third Quarter Financial Supplement Analytics. Insight. Value. As of September 30, 2017

cotvEx992 Exhibit 99.2 2017 Third Quarter Financial Supplement Analytics. Insight. Value. As of September 30, 2017 Cotiviti Holdings, Inc. 2017 Revenue by Segment Change Change Healthcare $ 88,396 $ 78,133 13 % $ 252,538 $ 224,335 13 % 62,628 57,233 9 % 184,365 169,632 9 % 5,195 3,104 67 % 10,678 9,676 10 % Total Healthcare 156,219 138,470 13 % 447,581 403,643 11 % Global Retail and Other 17,470 1

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 31, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Appoints Bradley Ferguson as Chief Financial Officer

cotvCurrentFolio8KDirectorEx901 Exhibit 99.1 Cotiviti Appoints Bradley Ferguson as Chief Financial Officer ATLANTA, GA, October 31, 2017 (BUSINESS WIRE) ? Cotiviti Holdings, Inc. (NYSE: COTV) (?Cotiviti?), a leading provider of payment accuracy and analytics-driven solutions primarily focused on the healthcare industry, announced today that Bradley Ferguson was named Senior Vice President and Chie

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

cotvCurrentFolio8KDirector UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 31, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Appoints Chief Digital Officer

COTV8KOtherEX991102317 Exhibit 99.1 Cotiviti Appoints Chief Digital Officer Atlanta, GA, October 23, 2017. (BUSINESS WIRE) - Cotiviti Holdings Inc. (NYSE:COTV) (?Cotiviti?), a leading provider of analytics-driven payment accuracy solutions primarily focused on the healthcare industry, today announced that Nord Samuelson has joined Cotiviti as Chief Digital Officer. "We are very pleased to welcome

Financial Statements and Exhibits, Other Events

COTV8KOther102317 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: October 23, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SHARE(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Common Stock, $0.001 par v

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents CALCULATION OF REGISTRATION FEE TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT TO BE REGISTERED PROPOSED MAXIMUM OFFERING PRICE PER SHARE(1) PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) AMOUNT OF REGISTRATION FEE Common Stock, $0.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

cotvCurrentFolio8KDirector UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 4, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

SUBJECT TO COMPLETION, DATED AUGUST 7, 2017

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424B7 Registration No.

Cotiviti Holdings S-3ASR

Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 7, 2017 Registration No.

Cotiviti Holdings ESP

CorrespComment Letter 080317 August 3, 2017 William H. Thompson, Accounting Branch Chief Office of Consumer Products Division of Corporate Finance United States Securities and Exchange Commission 100 F. Street N.E. Washington, D.C. 20549 Re: Cotiviti Holdings, Inc. Form 10-K for the year ended December 31, 2016 Filed February 23, 2017 Form 8-K Filed February 22, 2017 File No. 1-37787 Dear Mr. Thom

To wfan UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q

Table of Contents To wfan UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc.

Cotiviti CFO Steve Senneff to Resign for New Career Opportunity Company Appoints Adrienne Calderone Interim CFO

cotv-ex991 Exhibit 99.1 Cotiviti CFO Steve Senneff to Resign for New Career Opportunity Company Appoints Adrienne Calderone Interim CFO ATLANTA, GA, August 1, 2017 (BUSINESS WIRE) – Cotiviti Holdings, Inc. (NYSE: COTV) (“Cotiviti”), a leading provider of payment accuracy and analytics-driven solutions primarily focused on the healthcare industry, today announced the resignation of Chief Financial

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

cotvCurrentFolio8KDirector UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: July 26, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Announces Second Quarter 2017 Results Revenue of $167.6 million, up 6% over prior year period Net Income of $21.1 million, up 94% over prior year period Net Income per diluted share of $0.22 Non-GAAP Adjusted Net Income per diluted share of

cotvEx991 Exhibit 99.1 Cotiviti Announces Second Quarter 2017 Results Revenue of $167.6 million, up 6% over prior year period Net Income of $21.1 million, up 94% over prior year period Net Income per diluted share of $0.22 Non-GAAP Adjusted Net Income per diluted share of $0.38 Non-GAAP Adjusted EBITDA of $64.2 million, up 2% over prior year period ATLANTA, GA, August 1, 2017. (BUSINESS WIRE) - Co

Cotiviti Holdings, Inc. 2017 Revenue by Segment Change Change Healthcare $ 86,627 $ 80,932 7 % $ 164,143 $ 146,202 12 % 62,020 56,989 9 % 121,737 112,399 8 % 2,912 3,122 (7) % 5,482 6,572 (17) % Total Healthcare 151,559 141,043 7 % 291,362 265,173 10

cotvEx992 Exhibit 99.2 Cotiviti Holdings, Inc. 2017 Revenue by Segment Change Change Healthcare $ 86,627 $ 80,932 7 % $ 164,143 $ 146,202 12 % 62,020 56,989 9 % 121,737 112,399 8 % 2,912 3,122 (7) % 5,482 6,572 (17) % Total Healthcare 151,559 141,043 7 % 291,362 265,173 10 % Global Retail and Other 15,385 16,701 (8) % 35,059 34,691 1 % Other 667 547 22 % 1,323 1,145 16 % Total Global Retail and Ot

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 1, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

Current Report

cotvCurrentFolio8K2017AnnualMeeting UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 25, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Holdings 10-Q (Quarterly Report)

cotvCurrentFolio10Q Table of Contents To wfan UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc.

FIRST AMENDMENT AGREEMENT

Exhibit 10.1 FIRST AMENDMENT AGREEMENT This FIRST AMENDMENT to the Credit Agreement referred to below, dated as of April 7, 2017 (this “First Amendment”), by and among COTIVITI CORPORATION, a Delaware corporation as a borrower (the “Top Borrower”), COTIVITI DOMESTIC HOLDINGS, INC., a Delaware corporation (a “Borrower” and together with the Top Borrower, the “Borrowers”), COTIVITI INTERMEDIATE HOLD

2017 First Quarter Financial Supplement Analytics. Insight. Value. As of March 31, 2017

cotvEx992 Exhibit 99.2 2017 First Quarter Financial Supplement Analytics. Insight. Value. As of March 31, 2017 Cotiviti Holdings, Inc. 2017 Revenue by Segment Change Healthcare $ 77,516 $ 65,270 18.8 % 59,717 55,410 7.8 % 2,570 3,450 (25.5) % Total Healthcare 139,803 124,130 12.6 % Global Retail and Other 19,674 17,990 9.4 % Other 656 598 9.7 % 20,330 18,588 9.4 % $ 160,133 $ 142,718 12.2 % (unaud

Cotiviti Announces First Quarter 2017 Results Revenue of $160.1 million, up 12% over prior year period Net Income of $27.0 million, up 234% over prior year period Net Income per diluted share of $0.28 Non-GAAP Adjusted Net Income per diluted share of

cotvEx991 Exhibit 99.1 Cotiviti Announces First Quarter 2017 Results Revenue of $160.1 million, up 12% over prior year period Net Income of $27.0 million, up 234% over prior year period Net Income per diluted share of $0.28 Non-GAAP Adjusted Net Income per diluted share of $0.34 Non-GAAP Adjusted EBITDA of $57.7 million, up 14% over prior year period Atlanta, GA, May 2, 2017. (BUSINESS WIRE) - Cot

Financial Statements and Exhibits, Results of Operations and Financial Condition

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: May 2, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Holdings DEFA14A

cotvCurrentFolioDEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a?101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Cotiviti Holdings DEF 14A

cotvCurrentFolioDEF14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A (Rule 14a?101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

8,420,000 Shares Cotiviti Holdings, Inc. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(4) File No.

Cotiviti Holdings S-1MEF

As filed with the Securities and Exchange Commission on March 7, 2017 Registration No.

[FORM OF UNDERWRITING AGREEMENT] Cotiviti Holdings, Inc. Common Stock Underwriting Agreement

Exhibit 1.1 [FORM OF UNDERWRITING AGREEMENT] Cotiviti Holdings, Inc. Common Stock Underwriting Agreement [ ? ], 2017 Credit Suisse Securities (USA) LLC, Barclays Capital Inc., As representatives of the several Underwriters named in Schedule I hereto (the ?Representatives?), c/o Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010 c/o Barclays Capital Inc. 745 Seventh A

As filed with the Securities and Exchange Commission on March 6, 2017

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on March 6, 2017 Registration No.

Cotiviti Holdings ESP

Cotiviti Holdings, Inc. 115 Perimeter Center Place Suite 700 Atlanta, Georgia 30346 March 3, 2017 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3561 Re: Cotiviti Holdings, Inc. Registration Statement on Form S-1 (File No. 333-216239) Ladies and Gentlemen: We refer to the registration statement on Form S-1 (File No. 33

Cotiviti Holdings ESP

VIA EDGAR March 3, 2017 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Cotiviti Holdings, Inc. (the ?Company?) Registration Statement on Form S-1 (File No. 333-216239) Ladies and Gentlemen: As representatives of the several underwriters of the Company?s proposed public offering of common stock, we hereby join the Company?s request that the effective date of the ab

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8KDirector UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 22, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

As filed with the Securities and Exchange Commission on February 24, 2017

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on February 24, 2017 Registration No.

Cotiviti Holdings 10-K (Annual Report)

cotvCurrentFolio10K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37787 Cotiviti Holdings, Inc.

SUBSIDIARIES OF COTIVITI HOLDINGS, INC.

Exhibit 21.1 SUBSIDIARIES OF COTIVITI HOLDINGS, INC. Subsidiary State or Other Jurisdiction of Formation Cotiviti Intermediate Holdings, Inc. Delaware Cotiviti Corporation Delaware Cotiviti Domestic Holdings, Inc. Delaware Cotiviti, LLC Delaware Cotiviti USA, LLC Delaware Cotiviti International Holdings, Inc. Delaware Cotiviti Europe Limited (UK) United Kingdom Cotiviti Canada Corp. Nova Scotia, C

Financial Statements and Exhibits, Results of Operations and Financial Condition

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: February 22, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

2016 Fourth Quarter Financial Supplement Analytics. Insight. Value. As of December 31, 2016

cotvEx992 Exhibit 99.2 2016 Fourth Quarter Financial Supplement Analytics. Insight. Value. As of December 31, 2016 Cotiviti Holdings, Inc. 2016 Revenue by Segment 2016 2015 Change 2016 2015 Change Healthcare $ 86,161 $ 72,470 19% $ 310,496 $ 251,288 24% 59,859 54,564 10% 229,491 201,899 14% 2,378 3,327 -29% 12,054 13,857 -13% Total Healthcare 148,398 130,361 14% 552,041 467,044 18% Global Retail a

Cotiviti Announces Fourth Quarter and Full Year 2016 Results

cotvEx99110K Exhibit 99.1 Cotiviti Announces Fourth Quarter and Full Year 2016 Results From the prior year period: ? Fourth quarter revenue up 11% to $167.9 million; full-year revenue up 15% to $625.2 million ? Fourth quarter net income up 175% to $25.3 million; full-year net income up 252% to $48.9 million ? Fourth quarter net income per diluted share of $0.27; full-year net income per diluted sh

COTV / Cotiviti Holdings, Inc. / Connolly Lawrence - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cotiviti Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 22164K 101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

COTV / Cotiviti Holdings, Inc. / ADVENT INTERNATIONAL CORP/MA - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* COTIVITI HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 22164K101 (CUSIP Number) Richard Terranova, Advent International 75 State Street, Boston MA 02109 (Name, Address and Telephone Number o

COTV / Cotiviti Holdings, Inc. / Alexander Elizabeth Connolly - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Cotiviti Holdings, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 22164K 101 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the

Analytics. Insight. Value. Cotiviti Holdings, Inc. JP Morgan Healthcare Conference January 9-12,2017 1

Exhibit 99.1 Analytics. Insight. Value. Cotiviti Holdings, Inc. JP Morgan Healthcare Conference January 9-12,2017 1 Safe harbor Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties. All statements other than

Cotiviti Holdings 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: January 9, 2017 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8KDirector UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: December 12, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Holdings RW

Cotiviti Holdings, Inc. 115 Perimeter Center Place, Suite 700 Atlanta, GA 30346 (770) 379-2800 December 8, 2016 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Mara L. Ransom Assistant Director Office of Consumer Products Re: Cotiviti Holdings, Inc. Request to Withdraw Registration Statement on For

As filed with the Securities and Exchange Commission on November 28, 2016

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on November 28, 2016 Registration No.

Cotiviti Holdings ESP

Cotiviti Holdings, Inc. 115 Perimeter Center Place Suite 700 Atlanta, Georgia 30346 November 28, 2016 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3561 Re: Cotiviti Holdings, Inc. Registration Statement on Form S-1 (File No. 333-214685) Ladies and Gentlemen: We refer to the registration statement on Form S-1 (File No. 333-2146

[FORM OF UNDERWRITING AGREEMENT] Cotiviti Holdings, Inc. Common Stock Underwriting Agreement

Exhibit 1.1 [FORM OF UNDERWRITING AGREEMENT] Cotiviti Holdings, Inc. Common Stock Underwriting Agreement [ ? ], 2016 Goldman, Sachs & Co., J.P. Morgan Securities LLC, As representatives of the several Underwriters named in Schedule I hereto (the ?Representatives?), c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282 c/o J. P. Morgan Securities LLC 383 Madison Avenue New York, New Y

Cotiviti Holdings ESP

VIA EDGAR November 28, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Cotiviti Holdings, Inc. (the ?Company?) Registration Statement on Form S-1 (File No. 333-214685) Ladies and Gentlemen: As representatives of the several underwriters of the Company?s proposed public offering of common stock, we hereby join the Company?s request that the effective date of th

As filed with the Securities and Exchange Commission on November 17, 2016

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on November 17, 2016 Registration No.

Cotiviti Holdings, Inc. Employee Stock Purchase Plan for Non-U.S. Employees (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-214568) filed on November 10, 2016).

cotvEx42 EXHIBIT 4.2 COTIVITI HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN FOR NON-US EMPLOYEES 1. Purpose. This Cotiviti Holdings, Inc. Employee Stock Purchase Plan (the ?Plan?) is intended to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. 2. Definitions. ?Benef

Cotiviti Holdings, Inc. Employee Stock Purchase Plan for U.S. Employees (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-214568) filed on November 10, 2016).

cotvEx41 EXHIBIT 4.1 COTIVITI HOLDINGS, INC. EMPLOYEE STOCK PURCHASE PLAN FOR US EMPLOYEES 1. Purpose. This Cotiviti Holdings, Inc. Employee Stock Purchase Plan (the ?Plan?) is intended to provide employees of the Company and its Participating Subsidiaries with an opportunity to acquire a proprietary interest in the Company through the purchase of shares of Common Stock. The Company intends that t

Cotiviti Holdings S-8

cotvCurrentFolioS8 As filed with the Securities and Exchange Commission on November 10, 2016 Registration No.

Cotiviti Holdings 10-Q (Quarterly Report)

cotvCurrentFolio10Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc.

Restatement Agreement No. 1, dated September 28, 2016, to the First Lien Credit Agreement, dated May 14, 2014, among Cotiviti Corporation, Cotiviti Domestic Holdings, Inc., Cotiviti Intermediate Holdings, Inc., the other Loan Parties party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Successor Agent, and Goldman Sachs Bank USA, as Resigning Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No. 001-37787) filed on November 10, 2016).

EXHIBIT 10.1 RESTATEMENT AGREEMENT No. 1 dated as of September 28, 2016 (this “Amendment”), of the Original First Lien Credit Agreement (as defined below) among Cotiviti Corporation, a Delaware corporation (the “Top Borrower”), Cotiviti Domestic Holdings, Inc., a Delaware corporation (together with the Top Borrower, the “Borrowers”), Cotiviti Intermediate Holdings, Inc., a Delaware corporation (“H

Cotiviti Announces Third Quarter 2016 Results Revenue of $156.2 million, up 14% over prior year period Net Income of $4.6 million, up 163% over prior year period Net Income per diluted share of $0.05 Non-GAAP Adjusted Net Income per diluted share of

cotvEx991 Exhibit 99.1 Cotiviti Announces Third Quarter 2016 Results Revenue of $156.2 million, up 14% over prior year period Net Income of $4.6 million, up 163% over prior year period Net Income per diluted share of $0.05 Non-GAAP Adjusted Net Income per diluted share of $0.36 Non-GAAP Adjusted EBITDA of $61.6 million, up 19% over prior year period Atlanta, GA, November 9, 2016. (BUSINESS WIRE) -

Financial Statements and Exhibits, Results of Operations and Financial Condition

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: November 9, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

2016 Third Quarter Financial Supplement Analytics. Insight. Value. As of September 30, 2016

cotvEx992 Exhibit 99.2 2016 Third Quarter Financial Supplement Analytics. Insight. Value. As of September 30, 2016 Cotiviti Holdings, Inc. 2016 Revenue by Segment 2016 2015 Change 2016 2015 Change $ 78,133 $ 62,369 25.3% $ 224,335 $ 178,818 25.5% 57,233 53,419 7.1% 169,632 147,335 15.1% 3,104 3,339 7.0% 9,676 10,530 8.1% Total Healthcare 138,470 119,127 16.2% 403,643 336,683 19.9% 17,039 17,292 1.

Cotiviti Holdings, Inc. Announces Completion of Refinancing

cotvEx991 Exhibit 99.1 Cotiviti Holdings, Inc. Announces Completion of Refinancing ATLANTA, GA, September 28, 2016 ?(Business Wire)?Cotiviti Holdings, Inc. (NYSE:COTV) (?Cotiviti?), a leading payment accuracy provider to the healthcare and retail industries, announced today the successful completion of the previously announced refinancing of its first and second lien term loans and revolving credi

Cotiviti Holdings 8-K (Current Report/Significant Event)

COTVCurrentFolio8KMaterialDefinitiveAgreement092816 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: September 28, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8KDirector UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 19, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8KDirector UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 19, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

COTV / Cotiviti Holdings, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc.

Investor Presentation August 2016 Analytics. Insight. Value.

cotvEx991 Exhibit 99.1 Investor Presentation August 2016 Analytics. Insight. Value. Safe harbor Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties. All statements other than statements of historical fact or

Director Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q (File No. 001-37787) filed on August 10, 2016).

Exhibit 10.7 DIRECTOR INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 3, 2016 between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and David Swift (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13. WHEREAS, highly competent persons have become more reluctant t

Investor Presentation August 2016 Analytics. Insight. Value.

cotvEx991 Exhibit 99.1 Investor Presentation August 2016 Analytics. Insight. Value. Safe harbor Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the ?safe harbor? provisions of the Private Securities Litigation Reform Act of 1995. These statements are subject to risks and uncertainties. All statements other than statements of historical fact or

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 10, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

COTV / Cotiviti Holdings, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc.

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 10, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Announces Second Quarter 2016 Results Revenue of $158.3 million, up 19% over prior year period Net Income of $10.9 million, up 40% over prior year period Net Income per diluted share of $0.13 Non-GAAP Adjusted Net Income per diluted share of

cotvEx991 Exhibit 99.1 Cotiviti Announces Second Quarter 2016 Results Revenue of $158.3 million, up 19% over prior year period Net Income of $10.9 million, up 40% over prior year period Net Income per diluted share of $0.13 Non-GAAP Adjusted Net Income per diluted share of $0.37 Non-GAAP Adjusted EBITDA of $63.0 million, up 20% over prior year period Atlanta, GA, August 9, 2016. (BUSINESSWIRE) Cot

2016 Second Quarter Financial Supplement As of June 30, 2016

cotvEx992 Exhibit 99.2 2016 Second Quarter Financial Supplement As of June 30, 2016 Cotiviti Holdings, Inc. 2016 Revenue by Segment Q1 Q2 YTD 2016 (in thousands) Retrospective claims accuracy 65,270 $ 80,932 $ 146,202 $ Prospective claims accuracy 55,410 56,989 112,399 Transaction services 3,450 3,122 6,572 Total Healthcare 124,130 141,043 265,173 Retrospective claims accuracy 17,990 16,701 34,691

Cotiviti Holdings 8-K (Current Report/Significant Event)

cotvCurrentFolio8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8?K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: August 9, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

Cotiviti Holdings 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 29, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc.

COTIVITI HOLDINGS, INC. ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING

Exhibit 99.1 COTIVITI HOLDINGS, INC. ANNOUNCES PRICING OF INITIAL PUBLIC OFFERING 05/25/2016 Atlanta, GA ? Cotiviti Holdings, Inc. (?Cotiviti? or the ?Company?), a leading payment accuracy provider, announced today the pricing of its initial public offering of 12,500,000 shares of common stock at a price of $19 per share. The Company?s shares are expected to begin trading on the New York Stock Exc

Amended and Restated Bylaws of Cotiviti Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-37787) filed on June 3, 2016).

Exhibit 3.2 BYLAWS OF COTIVITI HOLDINGS, INC. (a Delaware corporation) Effective June 1, 2016 ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of Cotiviti Holdings, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place, either within or wi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

8-K 1 a16-1279318k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report: June 1, 2016 (Date of earliest event reported) Cotiviti Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37787

Second Amended and Restated Stockholders Agreement, by and among Cotiviti Holdings, Inc. and certain stockholders named therein (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-37787) filed on June 3, 2016).

Exhibit 4.1 EXECUTION VERSION SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF COTIVITI HOLDINGS, INC. Dated as of June 1, 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Matters of Construction 1 1.2 Definitions 2 ARTICLE II COVENANTS AND CONDITIONS 8 2.1 Take Along 8 ARTICLE III REGISTRATION RIGHTS 10 3.1 General 10 3.2 Demand Registration 11 3.3 Piggyback Registration; Redu

Amended and Restated Certificate of Incorporation of Cotiviti Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-37787) filed on June 3, 2016).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COTIVITI HOLDINGS, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) Cotiviti Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows: FIRST. The Corporation filed its original C

12,500,000 Shares Cotiviti Holdings, Inc. Common Stock

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(4) File No.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff, Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff, Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

Cotiviti Holdings S-8

As filed with the Securities and Exchange Commission on May 25, 2016 Registration No.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff, Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff, Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

Cotiviti Holdings, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (File No. 333-211618) filed on May 25, 2016).

Exhibit 4.1 COTIVITI HOLDINGS, INC. 2016 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Cotiviti Holdings, Inc. 2016 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance th

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff, Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff, Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

Cotiviti Holdings, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 (File No. 333-211618) filed on May 25, 2016).

Exhibit 4.2 STRIDENT SUPERHOLDING, INC. 2012 EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. Strident Superholding, Inc. (f/k/a Husky-C&W Superholdings, Inc.) (the ?Company?), hereby establishes the 2012 Equity Incentive Plan (this ?Plan?) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, directors,

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff, Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

POWER OF ATTORNEY

Unassociated Document POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints Steve Senneff, Jonathan Olefson and Sara Epstein, or any one of them signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned?s capacity as an officer and/or director of Cotiviti Holdings, Inc.

Cotiviti Holdings 8-A12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Cotiviti Holdings, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 46-0595918 (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.

Cotiviti Holdings ESP

VIA EDGAR May 23, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Cotiviti Holdings, Inc. (the ?Company?) Registration Statement on Form S-1 (File No. 333-211022) Ladies and Gentlemen: As representatives of the several underwriters of the Company?s proposed public offering of common stock, we hereby join the Company?s request that the effective date of the abo

Cotiviti Holdings ESP

Cotiviti Holdings, Inc. 115 Perimeter Center Place Suite 700 Atlanta, Georgia 30346 May 23, 2016 VIA EDGAR AND EMAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549-3561 Attn: Mara L. Ransom Re: Cotiviti Holdings, Inc. Registration Statement on Form S-1 (File No. 333-211022) Ladies and Gentlemen: We refer to the registration statement on F

Cotiviti Holdings ESP

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax May 16, 2016 VIA EDGAR TRANSMISSION Mara L.

As filed with the Securities and Exchange Commission on May 16, 2016

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 16, 2016 Registration No.

Cotiviti Holdings ESP

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax May 16, 2016 VIA EDGAR TRANSMISSION Mara L.

Cotiviti Holdings ESP

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax May 11, 2016 VIA EDGAR Mara L.

As filed with the Securities and Exchange Commission on May 6, 2016

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on May 6, 2016 Registration No.

Cotiviti Holdings, Inc. Common Stock Form of Underwriting Agreement

Exhibit 1.1 Cotiviti Holdings, Inc. Common Stock Form of Underwriting Agreement [ ? ], 2016 Goldman, Sachs & Co., J.P. Morgan Securities LLC, As representatives of the several Underwriters named in Schedule I hereto (the ?Representatives?), c/o Goldman, Sachs & Co., 200 West Street, New York, New York 10282 c/o J. P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gent

Form of Restricted Stock Unit Award Agreement under Cotiviti Holdings, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1 (File No. 333-211022) filed on April 29, 2016).

Exhibit 10.15 COTIVITI HOLDINGS, INC. 2016 Equity Incentive Plan Form of Restricted Stock Unit Award Agreement This Restricted Stock Unit Award Agreement (this ?Agreement?) is made by and between Cotiviti Holdings, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Participant?), effective as of [?], 2016 (the ?Date of Grant?). RECITALS WHEREAS, the Company has adopted the Cotiviti Holdin

SUBSIDIARIES OF COTIVITI HOLDINGS, INC.

Exhibit 21.1 SUBSIDIARIES OF COTIVITI HOLDINGS, INC. Subsidiary State or Other Jurisdiction of Formation Cotiviti Intermediate Holdings, Inc. Delaware Cotiviti Corporation Delaware Cotiviti Domestic Holdings, Inc. Delaware Cotiviti, LLC Delaware Cotiviti Services, LLC Delaware Cotiviti USA, LLC Delaware Cotiviti International Holdings, Inc. Delaware Cotiviti Europe Limited (UK) United Kingdom Coti

AMENDMENT NO. 2 TO CONNOLLY SUPERHOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.11(c) AMENDMENT NO. 2 TO CONNOLLY SUPERHOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN This AMENDMENT NO. 2, dated as of March 10, 2016 (this ?Amendment?), to that certain Connolly Superholdings, Inc. 2012 Equity Incentive Plan, as amended (the ?Plan?). WHEREAS, Connolly Superholdings, Inc. has previously changed its name to Cotiviti Holdings, Inc. (the ?Company?). WHEREAS the Board of Direct

FORM OF AMENDED AND RESTATED BYLAWS COTIVITI HOLDINGS, INC. (a Delaware corporation) Effective [·] ARTICLE I

Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF COTIVITI HOLDINGS, INC. (a Delaware corporation) Effective [?] ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of Cotiviti Holdings, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place,

Specimen Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 333-211022) filed on April 29, 2016).

Exhibit 4.1 SEE REVERSE SIDE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.001 PAR VALUE, OF COTIVITI HOLDINGS, INC. hereinafter called the ?Corporation,? transferabCle on Othe boMoks of tMhe CorpOoratioNn by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This c

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COTIVITI HOLDINGS, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law)

Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COTIVITI HOLDINGS, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) Cotiviti Holdings, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the ?DGCL?), does hereby certify as follows: FIRST. The Corporation filed its or

AMENDMENT NO. 1 TO STRIDENT SUPERHOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.11(b) AMENDMENT NO. 1 TO STRIDENT SUPERHOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN This AMENDMENT NO. 1, dated as of September 25, 2014 (this ?Amendment?), to that certain Strident Superholdings, Inc. 2012 Equity Incentive Plan, as amended (the ?Plan?). W I T N E S S E T H: WHEREAS, Strident Superholdings, Inc. has previously changed its name to Connolly Superholdings, Inc. WHEREAS the Bo

SECOND LIEN CREDIT AGREEMENT Dated as of May 14, 2014 CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL INSTITUTIONS

Exhibit 10.3 SECOND LIEN CREDIT AGREEMENT Dated as of May 14, 2014 among CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ROYAL BANK OF CANADA, as Administrative Agent and RBC CAPITAL MARKETS(1) GOLDMAN SACHS BANK USA, CREDIT S

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT

Exhibit 10.7 FORM OF DIRECTOR INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of [?], 20[?] between Cotiviti Holdings, Inc., a Delaware corporation (the ?Company?), and [?] (?Indemnitee?). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13. WHEREAS, highly competent persons have become more reluctant to

FORM OF COTIVITI HOLDINGS, INC. 2016 EQUITY INCENTIVE PLAN

Exhibit 10.13 FORM OF COTIVITI HOLDINGS, INC. 2016 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Cotiviti Holdings, Inc. 2016 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company?s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to

Executive Employment Agreement, dated May 15, 2015, by and between Steve Senneff and Connolly iHealth Technologies, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (File No. 333-211022) filed on April 29, 2016).

Exhibit 10.9 Executive Employment Agreement This Employment Agreement (the ?Agreement?), entered into on May 15, 2015, is by and between Steve Senneff (the ?Executive?) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the ?Employer?). RECITALS WHEREAS, the Employer, the Company and the Executive have agreed to a material change to his/her Annual Base Salary and Annual

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.5 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT to the Credit Agreement referred to below, dated as of May 27, 2015 (this ?Amendment?) by and among CONNOLLY CORPORATION, a Delaware corporation, as a borrower (the ?Top Borrower?), IHEALTH TECHNOLOGIES, INC., a Delaware corporation, CONNOLLY INTERNATIONAL HOLDINGS, INC., a Delaware corporation and CONNOLLY, LLC, a Delaware limi

FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT COTIVITI HOLDINGS, INC. Dated as of [·], 2016

EXHIBIT 4.2 FORM OF SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF COTIVITI HOLDINGS, INC. Dated as of [?], 2016 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Certain Matters of Construction 1 1.2 Definitions 2 ARTICLE II COVENANTS AND CONDITIONS 8 2.1 Take Along 8 ARTICLE III REGISTRATION RIGHTS 10 3.1 General 10 3.2 Demand Registration 11 3.3 Piggyback Registration; Reduction in Regi

SECOND LIEN LOAN GUARANTY

Exhibit 10.4 SECOND LIEN LOAN GUARANTY THIS SECOND LIEN LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this ?Loan Guaranty?) is entered into as of May 14, 2014 by and among Connolly Intermediate, Inc., a Delaware corporation (?Holdings?), the Subsidiary Parties (as defined below) from time to time party hereto (Holdings an

Executive Employment Agreement, dated May 15, 2015, by and between John D. Williams and Connolly iHealth Technologies, LLC (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (File No. 333-211022) filed on April 29, 2016).

Exhibit 10.8 Executive Employment Agreement This Employment Agreement (the ?Agreement?), entered into on May 15, 2015, is by and between John D. Williams (the ?Executive?) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the ?Employer?). RECITALS WHEREAS, the Employer, the Company and the Executive have agreed to a material change to his/her Annual Base Salary and Annu

Form of Stock Option Award Agreement under Cotiviti Holdings, Inc. 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (File No. 333-211022) filed on April 29, 2016).

Exhibit 10.14 COTIVITI HOLDINGS, INC. 2016 Equity Incentive Plan Form of Stock Option Award Agreement This Stock Option Award Agreement (this ?Agreement?) is made by and between Cotiviti Holdings, Inc., a Delaware corporation (the ?Company?), and [?] (the ?Participant?), effective as of [?] (the ?Date of Grant?). RECITALS WHEREAS, the Company has adopted the Cotiviti Holdings, Inc. 2016 Equity Inc

FIRST LIEN CREDIT AGREEMENT Dated as of May 14, 2014 CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL INSTITUTIONS P

Exhibit 10.1 FIRST LIEN CREDIT AGREEMENT Dated as of May 14, 2014 among CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, GOLDMAN SACHS BANK USA, as Administrative Agent and Swingline Lender, ROYAL BANK OF CANADA, as Issuing Ban

As filed with the Securities and Exchange Commission on April 29, 2016

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on April 29, 2016 Registration No.

Executive Employment Agreement, dated May 15, 2015, by and between David Beaulieu and Connolly iHealth Technologies, LLC (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-211022) filed on April 29, 2016).

Exhibit 10.10 Executive Employment Agreement This Employment Agreement (the ?Agreement?), entered into on May 15, 2015, is by and between David Beaulieu (the ?Executive?) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the ?Employer?). RECITALS WHEREAS, the Employer, the Company and the Executive have agreed to a material change to his/her Annual Base Salary and Annua

Form of Stock Option Agreement under Cotiviti Holdings, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333‑211022) filed on April 29, 2016).

Exhibit 10.12 Strident Superholding, Inc. 2012 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT EXAMPLE ONLY THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the ?Award Agreement?), is made effective as of DATE, (the ?Date of Grant?) by and between Strident Superholding, Inc. (f/k/a Husky-C&W Superholdings, Inc.), a Delaware corporation (the ?Company?), and EXAMPLE ONLY (the ?Partici

FIRST LIEN LOAN GUARANTY

Exhibit 10.2 FIRST LIEN LOAN GUARANTY THIS FIRST LIEN LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this ?Loan Guaranty?) is entered into as of May 14, 2014 by and among Connolly Intermediate, Inc., a Delaware corporation (?Holdings?), the Subsidiary Parties (as defined below) from time to time party hereto (Holdings and

SECOND AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.6 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of June 18, 2015 (this ?Amendment?) by and among CONNOLLY CORPORATION, a Delaware corporation, as a borrower (the ?Top Borrower?) and GOLDMAN SACHS BANK USA (?GS?), as administrative agent (in such capacity, the ?Administrative Agent?). Capitalized terms not otherwise defined

STRIDENT SUPERHOLDING, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.11(a) STRIDENT SUPERHOLDING, INC. 2012 EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. Strident Superholding, Inc. (f/k/a Husky-C&W Superholdings, Inc.) (the ?Company?), hereby establishes the 2012 Equity Incentive Plan (this ?Plan?) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, direct

As submitted confidentially with the Securities and Exchange Commission on April 18, 2016 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As submitted confidentially with the Securities and Exchange Commission on April 18, 2016 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COTIVITI HOLDINGS, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law)

EX-3.1 2 filename2.htm Exhibit 3.1 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF COTIVITI HOLDINGS, INC. (Under Sections 242 and 245 of the Delaware General Corporation Law) Cotiviti Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, as amended (the “DGCL”), does hereby certify as follows: FIRST. The C

SUBSIDIARIES OF COTIVITI HOLDINGS, INC.

EX-21.1 6 filename6.htm Exhibit 21.1 SUBSIDIARIES OF COTIVITI HOLDINGS, INC. Subsidiary State or Other Jurisdiction of Formation Cotiviti Intermediate Holdings, Inc. Delaware Cotiviti Corporation Delaware Cotiviti Domestic Holdings, Inc. Delaware Cotiviti, LLC Delaware Cotiviti Services, LLC Delaware Cotiviti USA, LLC Delaware Cotiviti International Holdings, Inc. Delaware Cotiviti Europe Limited

AMENDMENT NO. 2 TO CONNOLLY SUPERHOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN

EX-10.11(C) 5 filename5.htm Exhibit 10.11(c) AMENDMENT NO. 2 TO CONNOLLY SUPERHOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN This AMENDMENT NO. 2, dated as of March 10, 2016 (this “Amendment”), to that certain Connolly Superholdings, Inc. 2012 Equity Incentive Plan, as amended (the “Plan”). WHEREAS, Connolly Superholdings, Inc. has previously changed its name to Cotiviti Holdings, Inc. (the “Company”).

FORM OF DIRECTOR INDEMNIFICATION AGREEMENT

EX-10.7 4 filename4.htm Exhibit 10.7 FORM OF DIRECTOR INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [·], 20[·] between Cotiviti Holdings, Inc., a Delaware corporation (the “Company”), and [·] (“Indemnitee”). Capitalized terms not defined elsewhere in this Agreement are used as defined in Section 13. WHEREAS, highly competent persons have

FORM OF AMENDED AND RESTATED BYLAWS COTIVITI HOLDINGS, INC. (a Delaware corporation) Effective [·] ARTICLE I

Exhibit 3.2 FORM OF AMENDED AND RESTATED BYLAWS OF COTIVITI HOLDINGS, INC. (a Delaware corporation) Effective [?] ARTICLE I STOCKHOLDERS Section 1.01. Annual Meetings. The annual meeting of the stockholders of Cotiviti Holdings, Inc. (the ?Corporation?) for the election of directors and for the transaction of such other business as properly may come before such meeting shall be held at such place,

Cotiviti Holdings TR

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax April 18, 2016 VIA EDGAR TRANSMISSION Mara L.

As submitted confidentially with the Securities and Exchange Commission on March 29, 2016 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As submitted confidentially with the Securities and Exchange Commission on March 29, 2016 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Executive Employment Agreement

Exhibit 10.10 Executive Employment Agreement This Employment Agreement (the ?Agreement?), entered into on May 15, 2015, is by and between David Beaulieu (the ?Executive?) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the ?Employer?). RECITALS WHEREAS, the Employer, the Company and the Executive have agreed to a material change to his/her Annual Base Salary and Annua

Executive Employment Agreement

EX-10.8 2 filename2.htm Exhibit 10.8 Executive Employment Agreement This Employment Agreement (the “Agreement”), entered into on May 15, 2015, is by and between John D. Williams (the “Executive”) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the “Employer”). RECITALS WHEREAS, the Employer, the Company and the Executive have agreed to a material change to his/her Ann

Executive Employment Agreement

EX-10.9 3 filename3.htm Exhibit 10.9 Executive Employment Agreement This Employment Agreement (the “Agreement”), entered into on May 15, 2015, is by and between Steve Senneff (the “Executive”) and Connolly iHealth Technologies, LLC, a Delaware limited liability company (the “Employer”). RECITALS WHEREAS, the Employer, the Company and the Executive have agreed to a material change to his/her Annual

Cotiviti Holdings TR

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax March 29, 2016 VIA EDGAR TRANSMISSION Mara L.

Cotiviti Holdings A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As submitted confidentially with the Securities and Exchange Commission on January 25, 2016 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Cotiviti Holdings TR

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax January 25, 2016 VIA EDGAR TRANSMISSION Mara L.

AMENDMENT NO. 1 TO STRIDENT SUPERHOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.11(b) AMENDMENT NO. 1 TO STRIDENT SUPERHOLDINGS, INC. 2012 EQUITY INCENTIVE PLAN This AMENDMENT NO. 1, dated as of September 25, 2014 (this ?Amendment?), to that certain Strident Superholdings, Inc. 2012 Equity Incentive Plan, as amended (the ?Plan?). W I T N E S S E T H: WHEREAS, Strident Superholdings, Inc. has previously changed its name to Connolly Superholdings, Inc. WHEREAS the Bo

SECOND LIEN CREDIT AGREEMENT Dated as of May 14, 2014 CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL INSTITUTIONS

EX-10.3 4 filename4.htm Exhibit 10.3 SECOND LIEN CREDIT AGREEMENT Dated as of May 14, 2014 among CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, ROYAL BANK OF CANADA, as Administrative Agent and RBC CAPITAL MARKETS(1) GOLDMAN

Strident Superholding, Inc. 2012 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT EXAMPLE ONLY

EX-10.12 10 filename10.htm Exhibit 10.12 Strident Superholding, Inc. 2012 Equity Incentive Plan NONQUALIFIED STOCK OPTION AWARD AGREEMENT EXAMPLE ONLY THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (the “Award Agreement”), is made effective as of DATE, (the “Date of Grant”) by and between Strident Superholding, Inc. (f/k/a Husky-C&W Superholdings, Inc.), a Delaware corporation (the “Company”), and

SECOND AMENDMENT TO CREDIT AGREEMENT

EX-10.6 7 filename7.htm Exhibit 10.6 SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT to the Credit Agreement referred to below, dated as of June 18, 2015 (this “Amendment”) by and among CONNOLLY CORPORATION, a Delaware corporation, as a borrower (the “Top Borrower”) and GOLDMAN SACHS BANK USA (“GS”), as administrative agent (in such capacity, the “Administrative Agent”). Capitalized ter

FIRST LIEN CREDIT AGREEMENT Dated as of May 14, 2014 CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL INSTITUTIONS P

EX-10.1 2 filename2.htm Exhibit 10.1 FIRST LIEN CREDIT AGREEMENT Dated as of May 14, 2014 among CONNOLLY PARENT, INC. (to be merged with and into Connolly Corporation), as the Top Borrower, THE OTHER BORROWERS PARTY HERETO, CONNOLLY INTERMEDIATE, INC. as Holdings, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, GOLDMAN SACHS BANK USA, as Administrative Agent and Swingline Lender, ROYAL BANK O

FIRST LIEN LOAN GUARANTY

EX-10.2 3 filename3.htm Exhibit 10.2 FIRST LIEN LOAN GUARANTY THIS FIRST LIEN LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of May 14, 2014 by and among Connolly Intermediate, Inc., a Delaware corporation (“Holdings”), the Subsidiary Parties (as defined below) from time to time par

Cotiviti Holdings TR

767 Fifth Avenue New York, NY 10153-0119 +1 212 310 8000 tel +1 212 310 8007 fax December 9, 2015 Alexander D.

As submitted confidentially with the Securities and Exchange Commission on December 9, 2015 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

Table of Contents As submitted confidentially with the Securities and Exchange Commission on December 9, 2015 This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

STRIDENT SUPERHOLDING, INC. 2012 EQUITY INCENTIVE PLAN

Exhibit 10.11(a) STRIDENT SUPERHOLDING, INC. 2012 EQUITY INCENTIVE PLAN Article 1. Establishment & Purpose 1.1 Establishment. Strident Superholding, Inc. (f/k/a Husky-C&W Superholdings, Inc.) (the ?Company?), hereby establishes the 2012 Equity Incentive Plan (this ?Plan?) as set forth herein. 1.2 Purpose of this Plan. The purpose of this Plan is to attract, retain and motivate the officers, direct

FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.5 FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT to the Credit Agreement referred to below, dated as of May 27, 2015 (this ?Amendment?) by and among CONNOLLY CORPORATION, a Delaware corporation, as a borrower (the ?Top Borrower?), IHEALTH TECHNOLOGIES, INC., a Delaware corporation, CONNOLLY INTERNATIONAL HOLDINGS, INC., a Delaware corporation and CONNOLLY, LLC, a Delaware limi

SECOND LIEN LOAN GUARANTY

Exhibit 10.4 SECOND LIEN LOAN GUARANTY THIS SECOND LIEN LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this ?Loan Guaranty?) is entered into as of May 14, 2014 by and among Connolly Intermediate, Inc., a Delaware corporation (?Holdings?), the Subsidiary Parties (as defined below) from time to time party hereto (Holdings an