SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Kohl Simeon

(Last) (First) (Middle)
333 NORTH CANYONS PARKWAY

(Street)
LIVERMORE CA 94551

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Performant Financial Corp [ PFMT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
09/07/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 09/07/2023 M 30,458 A $0 285,771 D
Common Stock, par value $0.0001 per share 09/07/2023 F 7,417(1) D $2.41 278,354 D
Common Stock, par value $0.0001 per share 09/07/2023 M 20,250 A $0 298,604 D
Common Stock, par value $0.0001 per share 09/07/2023 F 4,931(1) D $2.41 293,673 D
Common Stock, par value $0.0001 per share 09/07/2023 M 41,539 A $0 335,212 D
Common Stock, par value $0.0001 per share 09/07/2023 F 10,115(1) D $2.41 325,097 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
Restricted Stock Units (2) 09/07/2023 M 30,458 (3) (3) Common Stock 30,458 $0(2) 0 D
Restricted Stock Units (2) 09/07/2023 M 20,250 (4) (4) Common Stock 20,250 $0(2) 40,500 D
Restricted Stock Units (2) 09/07/2023 M 41,539 (5) (5) Common Stock 41,539 $0(2) 124,614 D
Explanation of Responses:
1. Shares surrendered to pay tax liability due on vesting of Restricted Stock Units
2. Each restricted stock unit represents a contingent right to receive one share of PFMT's common stock. The units were awarded at no cost to the Reporting Person.
3. Restricted Stock Unit award was granted on July 30, 2020. The restricted stock unit award vested at a rate of 1/3 annually on the first, second, and third anniversaries of July 30, 2020, provided that the Reporting Person remained in continuous service through each vest date.
4. Restricted Stock Unit award was granted on August 13, 2021. The restricted stock unit award vests at a rate of 25% annually on the first, second, third, and fourth anniversaries of August 14, 2021, provided that the Reporting Person remains in continuous service through each vest date.
5. Restricted Stock Unit award was granted on August 8, 2022. The restricted stock unit award vests at a rate of 25% annually on the first, second, third, and fourth anniversaries of August 15, 2022, provided that the Reporting Person remains in continuous service through each vest date.
Remarks:
/s/ Ian A. Johnston, Attorney-in-Fact for Simeon M. Kohl 09/11/2023
** 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 Number.

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