Form 4 Performant Financial For: Jun 21 Filed by: PARTHENON DCS HOLDINGS, LLC

June 23, 2021 4:42 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
PARTHENON DCS HOLDINGS, LLC

(Last) (First) (Middle)
399 BOYLSTON ST, 13TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Performant Financial Corp [ PFMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/21/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, Par value $0.0001 per share 06/21/2021   S   100,737 D $ 3.3065 12,260,317 D  
Common Stock, Par value $0.0001 per share 06/22/2021   S   40,362 D $ 3.3001 12,219,955 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
Remarks:
Exhibit 24.1. Power of Attorney
Parthenon DCS Holdings, LLC, by Parthenon Investors II, L.P., its manager, by PCap Partners II, LLC, its GP, by PCap II, LLC, its managing member, by PCP Managers, L.P., its managing member, by PCP Managers GP, LLC, its GP, by /s/ Jake Vaughey, as AIF 06/23/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY

       KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby makes,
constitutes and appoints Joseph C. Taveira and Jake Vaughey, signing singly, the
undersigned's true and lawful attorneys-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

       (i)   execute for and on behalf of the undersigned, in the undersigned's
capacity as beneficial owner of shares of common stock (the "Shares") of
Performant Financial Corporation, a Delaware corporation (the "Company"), any
Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits
thereto (including any joint filing agreements) required to be filed by the
undersigned under Section 13 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (the "Exchange Act"), and
any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto
required to be filed by the undersigned under Section 16(a) of the Exchange Act;

       (ii)   do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the
United States Securities and Exchange Commission and any stock exchange on which
the Shares are then listed; and

       (iii)   take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.

       The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 and Section 16 of the
Exchange Act.

       This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                   * * * * *

       IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of June 2021.


                                                    Parthenon DCS Holdings, LLC

                                                    By: Parthenon Investors II,
                                                         L.P., its Manager

                                                    By: PCap Partners II, LLC,
                                                         its General Partner

                                                    By: PCap II, LLC, its
                                                         Managing Member

                                                    By: PCP Managers, L.P., its
                                                         Managing Member

                                                    By: PCP Managers GP, LLC,
                                                         its General Partner

                                                    By: /s/ Paul Marnoto
                                                         ----------------
                                                    Paul Marnoto
                                                    General Counsel, Chief
                                                    Compliance Officer

                                                    Parthenon Investors II, L.P.

                                                    By: PCap Partners II, LLC,
                                                        its General Partner

                                                    By: PCap II, LLC, its
                                                        Managing Member

                                                    By: PCP Managers, L.P., its
                                                        Managing Member

                                                    By: PCP Managers GP, LLC,
                                                        its General Partner

                                                    By: /s/ Paul Marnoto
                                                        ----------------
                                                        Paul Marnoto
                                                        General Counsel, Chief
                                                        Compliance Officer

                                                    PCap Partners II, LLC

                                                    By: PCap II, LLC, its
                                                        Managing Member

                                                    By: PCP Managers, L.P., its
                                                        Managing Member

                                                    By: PCP Managers GP, LLC,
                                                        its General Partner

                                                    By: /s/ Paul Marnoto
                                                        ----------------
                                                        Paul Marnoto
                                                        General Counsel, Chief
                                                        Compliance Officer

                                                    PCap II, LLC

                                                    By: PCP Managers, L.P., its
                                                        Managing Member

                                                    By: PCP Managers GP, LLC,
                                                        its General Partner

                                                    By: /s/ Paul Marnoto
                                                        ----------------
                                                        Paul Marnoto
                                                        General Counsel, Chief
                                                        Compliance Officer

                                                    PCP Managers, L.P.

                                                    By: PCP Managers GP, LLC,
                                                        its General Partner

                                                    By: /s/ Paul Marnoto
                                                        ----------------
                                                        Paul Marnoto
                                                        General Counsel, Chief
                                                        Compliance Officer

                                                    PCP Managers GP, LLC

                                                    By: /s/ Paul Marnoto
                                                        ----------------
                                                        Paul Marnoto
                                                        General Counsel, Chief
                                                        Compliance Officer





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