Statement of Changes in Beneficial Ownership (4)
October 06 2021 - 6:31PM
Edgar (US Regulatory)
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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3235-0287
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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
*
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. |
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 __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1924 SOUTH UTICA, SUITE 1120 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/4/2021 |
(Street)
TULSA, OK 74104
(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
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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 | 10/4/2021 | | P | | 249300 | A | $3.62 | 12834561 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/4/2021 | | P | | 65700 | A | $3.63 | 12900261 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/4/2021 | | P | | 40000 | A | $3.65 | 12940261 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/4/2021 | | P | | 50000 | A | $3.66 | 12990261 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/5/2021 | | P | | 50000 | A | $3.60 | 13040261 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/5/2021 | | P | | 116299 | A | $3.61 | 13156560 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/6/2021 | | P | | 140900 | A | $3.57 | 13297460 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/6/2021 | | P | | 200 | A | $3.568 | 13297660 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/6/2021 | | P | | 200 | A | $3.569 | 13297860 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/6/2021 | | P | | 643 | A | $3.56 | 13298503 (1) | I | See Footnote (2) |
Common Stock, par value $0.0001 per share | 10/6/2021 | | P | | 140000 | A | $3.58 | 13438503 (1) | I | See Footnote (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 filing of this Form 4 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the managing member of Prescott Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, par value $0.0001 per share (the "Common Stock"), of Performant Financial Corporation (the "Issuer") held by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. and Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Mr. Frohlich disclaim such beneficial ownership. |
(2) | This Form 4 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 Master Fund holds the shares of Common Stock for the accounts of the Small Cap Funds. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the Common Stock held indirectly by Prescott Capital because, as the managing member of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. 1924 SOUTH UTICA, SUITE 1120 TULSA, OK 74104 |
| X |
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PRESCOTT GROUP AGGRESSIVE SMALL CAP LP 1924 SOUTH UTICA, SUITE 1120 TULSA, OK 74104 |
| X |
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PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP 1924 SOUTH UTICA, SUITE 1120 TULSA, OK 74104 |
| X |
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PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP 1924 SOUTH UTICA, SUITE 1120 TULSA, OK 74104 |
| X |
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FROHLICH PHIL 1924 SOUTH UTICA, SUITE 1120 TULSA, OK 74104 |
| X |
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Signatures
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PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. Name: /s/ Phil Frohlich Title: Managing Member | | 10/6/2021 |
**Signature of Reporting Person | Date |
PRESCOTT GROUP AGGRESSIVE SMALL CAP, L.P. By: Prescott Group Capital Management, L.L.C., its general partner Name: /s/ Phil Frohlich Title: Managing Member | | 10/6/2021 |
**Signature of Reporting Person | Date |
PRESCOTT GROUP AGGRESSIVE SMALL CAP II, L.P. By: Prescott Group Capital Management, L.L.C., its general partner Name: /s/ Phil Frohlich Title: Managing Member | | 10/6/2021 |
**Signature of Reporting Person | Date |
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND, G.P. By: Prescott Group Aggressive Small Cap, L.P., GP By: Prescott Group Aggressive Small Cap II, L.P., GP By: Prescott Group Capital Management, L.L.C., GP Name: /s/ Phil Frohlich Title: MM | | 10/6/2021 |
**Signature of Reporting Person | Date |
/s/ Phil Frohlich | | 10/6/2021 |
**Signature of Reporting Person | Date |
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