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 *

PCP MANAGERS GP, LLC
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)
(Last)          (First)          (Middle)

C/O PARTHENON CAPITAL PARTNERS, FOUR EMBARCADERO CENTER, SUITE 3610
3. Date of Earliest Transaction (MM/DD/YYYY)

7/26/2021
(Street)

SAN FRANCISCO, CA 94111
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. 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 7/26/2021  S  155862 D$4.7934 7543209 I See footnotes (1)(2)

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
PCP MANAGERS GP, LLC
C/O PARTHENON CAPITAL PARTNERS
FOUR EMBARCADERO CENTER, SUITE 3610
SAN FRANCISCO, CA 94111

X

PCP MANAGERS, L.P.
C/O PARTHENON CAPITAL PARTNERS
FOUR EMBARCADERO CENTER, SUITE 3610
SAN FRANCISCO, CA 94111

X

PCap II, LLC
C/O PARTHENON CAPITAL PARTNERS
FOUR EMBARCADERO CENTER, SUITE 3610
SAN FRANCISCO, CA 94111

X

PCap Partners II, LLC
C/O PARTHENON CAPITAL PARTNERS
FOUR EMBARCADERO CENTER, SUITE 3610
SAN FRANCISCO, CA 94111

X

PARTHENON INVESTORS II. L.P.
C/O PARTHENON CAPITAL PARTNERS
FOUR EMBARCADERO CENTER, SUITE 3610
SAN FRANCISCO, CA 94111

X


Signatures
PCP Managers GP, LLC, by /s/ Jake Vaughey, as Attorney-in-Fact7/28/2021
**Signature of Reporting PersonDate

PCP Managers, L.P., by PCP Managers GP, LLC, its General Partner, by /s/ Jake Vaughey, as Attorney-in-Fact7/28/2021
**Signature of Reporting PersonDate

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-Fact7/28/2021
**Signature of Reporting PersonDate

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-Fact7/28/2021
**Signature of Reporting PersonDate

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-Fact7/28/2021
**Signature of Reporting PersonDate

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