Form 4 Performant Financial For: Jun 21 Filed by: PCap II, LLC

June 23, 2021 4:43 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 *
PCP MANAGERS GP, LLC

(Last) (First) (Middle)
C/O PARTHENON CAPITAL PARTNERS
FOUR EMBARCADERO CENTER, SUITE 3610

(Street)
SAN FRANCISCO CA 94111

(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)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. 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 I See footnote (1) (2)
Common Stock, par value $0.0001 per share 06/22/2021   S   40,362 D $ 3.3001 12,219,955 I See footnote (1) (2)
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:
1. The reported shares are owned of record by Parthenon DCS Holdings, LLC ("DCS Holdings"). Parthenon Investors II, L.P., as the manager of DCS Holdings; PCap Partners II, LLC, as the general partner of Parthenon Investors II, L.P.; PCap II, LLC, as the managing member of PCap Partners II, LLC; PCP Managers, L.P., as the managing member of PCap II, LLC; and PCP Managers GP, LLC, as the general partner of PCP Managers, L.P. may be deemed to beneficially own the shares reported herein. The entities aforementioned, except for DCS Holdings, are referred to as the "Reporting Persons." Investment decisions, including voting and dispositive power, with respect to shares reported herein are made by the Managing Members of PCP Managers GP, LLC, who act by majority vote.
2. Each of the Reporting Persons, as well as the Managing Members of PCP Managers GP, LLC, disclaims beneficial ownership of the shares reported herein, and this report shall not be deemed an admission that the Reporting persons or the Managing Members of PCP Managers GP, LLC are the beneficial owners of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's or Managing Member's pecuniary interest therein.
PCP Managers GP, LLC, by /s/ Jake Vaughey, as Attorney-in-Fact 06/23/2021
** Signature of Reporting Person Date
PCP Managers, L.P., by PCP Managers GP, LLC, its General Partner, by /s/ Jake Vaughey, as Attorney-in-Fact 06/23/2021
** Signature of Reporting Person Date
PCap II, LLC, by PCP Managers, L.P., its Managing Member, by PCP Managers GP, LLC, its General Partner, by /s/ Jake Vaughey, as Attorney-in-Fact 06/23/2021
** Signature of Reporting Person Date
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/ Jake Vaughey, as Attorney-in-Fact 06/23/2021
** Signature of Reporting Person Date
Parthenon Investors II, L.P., 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 Attorney-in-Fact 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.


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