FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Johnston Ian 		2. Issuer Name and Ticker or Trading Symbol

Performant Financial Corp [ PFMT ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

333 NORTH CANYONS PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/18/2017
(Street)

LIVERMORE, CA 94551
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/18/2017     M    15000   A $0.00   39121   D    
Common Stock, par value $0.0001 per share   6/18/2017     F    5502   (1) D $2.52   33619   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non-Qualified Stock Options     (2)                    (4)   (4) Common Stock   54979     54979   (4) D    
Restricted Stock Units     (3)                    (5)   (5) Common Stock   6250     6250   (5) D    
Performance Stock Units     (3)                    (6)   (6) Common Stock   5750     5750   (6) D    
Restricted Stock Units     (3) 6/18/2017     M         15000      (7)   (7) Common Stock   30000   $0.00   30000   (7) D    
Restricted Stock Units     (3)                    (8)   (8) Common Stock   33750     33750   (8) D    
Restricted Stock Units     (3)                    (9)   (9) Common Stock   60000     60000   (9) D    

Explanation of Responses:
(1)  Shares surrendered to pay tax liability due on vesting of Restricted Stock Units.
(2)  The exercise price of each non-qualified stock option is $10.60.
(3)  Each restricted stock unit and performance stock unit represents a contingent right to receive one share of PFMT's common stock. The units were awarded at no cost to Reporting Person.
(4)  The Stock Option award was granted on 08/10/2012 and expires on 08/10/2022. The option award vests as to 1/5th of the total number of shares subject to the option 12 months after the vesting commencement date, and the remaining shares vest at a rate of 1/60th of the total number of shares subject to the option each month thereafter provided that the Reporting Person remains in continuous service through each vest date.
(5)  Restricted Stock Unit award was granted on 08/13/2014 and expires on 08/13/2024. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
(6)  Performance Stock Unit award was granted on 03/17/2015 and expires on 03/17/2025. The performance stock award vested as to 50% of the covered shares on 03/17/2016 and as to 25% of the covered shares on 03/17/2017 and will vest as to 25% of the covered shares on 03/17/2018.
(7)  Restricted Stock Unit award was granted on 06/18/2015 and expires on 06/18/2025. 25% of the shares vested on 06/18/2016 and 25% of the shares vested on 06/18/2017, with 25% more vesting on each of the third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
(8)  Restricted Stock Unit award was granted on 02/22/2016 and expires on 02/22/2026. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
(9)  Restricted Stock Unit award was granted on 04/06/2017 and expires on 04/06/2027. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.

Remarks:
Vice President and Chief Accounting Officer

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Johnston Ian
333 NORTH CANYONS PARKWAY
LIVERMORE, CA 94551

See Remarks

Signatures
/s/ Hakan Orvell, Attorney-in-Fact for Ian Johnston 6/20/2017
** 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 control number.
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