Statement of Changes in Beneficial Ownership (4)
September 08 2021 - 4:05PM
Edgar (US Regulatory)
FORM 4
[X]
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
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1. Name and Address of Reporting Person
*
PCP MANAGERS GP, LLC |
2. Issuer Name and Ticker or Trading Symbol
Performant Financial Corp
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PFMT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner _____ Officer (give title below) __X__ Other (specify below) No longer 10% owner |
(Last)
(First)
(Middle)
C/O PARTHENON CAPITAL PARTNERS, FOUR EMBARCADERO CENTER, SUITE 3610 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
9/3/2021 |
(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 per share | 9/3/2021 | | S | | 19228 | D | $5.0146 | 6054724 | I | See footnotes (1)(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PCP MANAGERS GP, LLC C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO, CA 94111 |
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| No longer 10% owner |
PCP MANAGERS, L.P. C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO, CA 94111 |
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| No longer 10% owner |
PCap II, LLC C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO, CA 94111 |
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| No longer 10% owner |
PCap Partners II, LLC C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO, CA 94111 |
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| No longer 10% owner |
PARTHENON INVESTORS II. L.P. C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO, CA 94111 |
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| No longer 10% owner |
Signatures
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PCP Managers GP, LLC, by /s/ Jake Vaughey, as Attorney-in-Fact | | 9/8/2021 |
**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 | | 9/8/2021 |
**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 | | 9/8/2021 |
**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 | | 9/8/2021 |
**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 | | 9/8/2021 |
**Signature of Reporting Person | Date |
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