Filing Details

Accession Number:
0001181431-12-046489
Form Type:
4
Zero Holdings:
No
Publication Time:
2012-08-17 20:51:33
Reporting Period:
2012-03-19
Filing Date:
2012-08-17
Accepted Time:
2012-08-17 20:51:33
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1550695 Performant Financial Corp PFMT Services-Miscellaneous Business Services (7380) 200484934
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1555304 P. Brian Golson C/O Parthenon Capital Partners
Four Embarcadero Center, Suite 3610
San Francisco CA 94111
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Series B Preferred Stock Acquisiton 2012-03-19 3,874,600 $0.00 3,874,600 No 4 C Indirect See footnote
Series B Preferred Stock Disposition 2012-03-19 3,874,600 $0.00 0 No 4 D Indirect See footnote
Series B Preferred Stock Acquisiton 2012-06-28 1,391,222 $0.00 1,391,222 No 4 C Indirect See footnote
Series B Preferred Stock Disposition 2012-06-28 1,391,222 $0.00 0 No 4 D Indirect See footnote
Common Stock, Par Value $0.0001 Per Share Acquisiton 2012-03-19 3,874,600 $0.00 33,954,470 No 4 C Indirect See footnote
Common Stock, Par Value $0.0001 Per Share Acquisiton 2012-06-28 1,391,222 $0.00 35,345,692 No 4 C Indirect See footnote
Common Stock, Par Value $0.0001 Per Share Disposition 2012-08-15 4,830,282 $8.37 30,515,410 No 4 S Indirect See footnote
Common Stock, Par Value $0.0001 Per Share Disposition 2012-08-17 1,096,978 $8.37 29,418,432 No 4 S Indirect See footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See footnote
No 4 D Indirect See footnote
No 4 C Indirect See footnote
No 4 D Indirect See footnote
No 4 C Indirect See footnote
No 4 C Indirect See footnote
No 4 S Indirect See footnote
No 4 S Indirect See footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Series B Preferred Stock Series A Convertible Preferred Stock Disposition 2012-03-19 3,874,600 $0.00 3,874,600 $0.00
Common Stock Series A Convertible Preferred Stock Disposition 2012-03-19 3,874,600 $0.00 3,874,600 $0.00
Series B Preferred Stock Series A Convertible Preferred Stock Disposition 2012-06-28 1,391,222 $0.00 1,391,222 $0.00
Common Stock Series A Convertible Preferred Stock Disposition 2012-06-28 1,391,222 $0.00 1,391,222 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
1,391,222 No 4 C Indirect
1,391,222 No 4 C Indirect
0 No 4 C Indirect
0 No 4 C Indirect
Footnotes
  1. The reported shares are owned of record by Parthenon DCS Holdings, LLC ("DCS Holdings"). PCP Managers, LLC is the managing member of PCAP II, LLC, which is the managing member of PCAP Partners II, LLC, which is the general partner of Parthenon Investors II, L.P., which is the manager of DCS Holdings. Mr. Golson is a Managing Member of PCP Managers, LLC and a Managing Director of Parthenon Capital Partners, a private equity firm and affiliate of PCAP Partners II, LLC, and therefore may be deemed to beneficially own the shares owned of record by DCS Holdings. Mr. Golson disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Golson is the beneficial owner of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of his pecuniary interest therein.
  2. On March 19, 2012 and June 28, 2012, DCS Holdings converted each share of Series A Convertible Preferred Stock into (i) one share of Series B Preferred Stock and (ii) one share of Common Stock. The Series A Convertible Preferred Stock was convertible by DCS Holdings into Series B Preferred Stock and Common Stock at any time and had no expiration date. The Series B Preferred Stock was immediately redeemed by the issuer at a price equal to the liquidation value thereof plus all accumulated or accrued but unpaid dividends thereon. The number of shares of Series A Convertible Preferred Stock, Series B Preferred Stock and Common Stock reported in Columns 5, 7 and 9 of Table II reflects a 2-for-1 stock split of the issuer's common shares that became effective on July 26, 2012.