WASHINGTON, D.C. 20549
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
AMENDMENT NO. 5 TO SCHEDULE 13G
This Amendment No. 5 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott
Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II”, and, together with Prescott Small Cap, the “Small Cap
Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Master Fund”) and Mr. Phil Frohlich, the principal of Prescott Capital, relating to Common Stock, par value $.0001 per share (the “Common Stock”), of
Performant Financial Corporation, a Delaware corporation (the “Issuer”).
This Amendment relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment
manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 8,289,594 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital,
Mr. Frohlich may direct the vote and disposition of the 8,289,594 shares of Common Stock held by the Master Fund.
This Amendment amends and restates the Schedule 13G as follows.
Performant Financial Corporation (the “Issuer”)
333 North Canyons Parkway
Livermore, California 94551
Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with
Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P. (“Master Fund”) and Mr. Phil Frohlich.
1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104
Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.
Common Stock, par value $.0001 per share (the “Common Stock”).
71377E105
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
Inapplicable.
Inapplicable.
Inapplicable.
Inapplicable.
Inapplicable.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 21, 2020
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Prescott Group Capital Management, L.L.C.
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap II, L.P.
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By:
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Prescott Group Capital Management, L.L.C.,
its general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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Prescott Group Aggressive Small Cap Master Fund, G.P.
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By:
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Prescott Group Aggressive Small Cap, L.P.,
general partner
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By:
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Prescott Group Aggressive Small Cap II, L.P.,
general partner
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By:
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Prescott Group Capital Management, L.L.C.,
general partner
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By:
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/s/ Phil Frohlich
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PHIL FROHLICH, Managing Member
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/s/ Phil Frohlich
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Phil Frohlich
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