Cotiviti Holdings Inc. shareholders are selling 10 million common shares in a secondary underwritten offering being made under a shelf registration.

The underwriters have the option to purchase up to an additional 1.5 million shares to cover overallotments.

The offering consists entirely of secondary shares to be sold by the selling shareholders. The selling shareholders will receive all the proceeds from the offering.

Goldman Sachs & Co. LLC will act as sole book-running manager for the offering. Robert W. Baird & Co. Inc. and William Blair & Co. LLC will act as co-managers.