13D Filing: Mill Road Capital II, L.P. and Performant Financial Corp (PFMT)

Page 7 of 10

Page 7 of 10 – SEC Filing


CUSIP No. 71377E105 Page 7 of 10 Pages
Item 3. Source and Amount of Funds or Other Consideration

The Reporting Persons acquired beneficial ownership
of an aggregate of 3,440,023 shares of Common Stock for $8,826,586.42 using working capital from the Fund and the proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Fund with a broker on
customary terms and conditions.

Item 4. Purpose of Transaction

The Reporting Persons acquired shares of the Common Stock in the Reporting
Persons ordinary course of business based on their belief that the Common Stock represents an attractive investment opportunity.

The Reporting
Persons intend to review continuously their equity interest in the Issuer. Depending upon their evaluation of the factors described below, one or more of the Reporting Persons may from time to time purchase additional securities of the Issuer,
dispose of all or a portion of the securities then held by such Reporting Persons, or cease buying or selling such securities; any such additional purchases or sales of securities of the Issuer may be in the open market, in privately negotiated
transactions or otherwise.

The Reporting Persons may wish to engage in a constructive dialogue with officers, directors and other representatives of the
Issuer, as well as the Issuers shareholders; topics of discussion may include, but are not limited to, the Issuers markets, operations, competitors, prospects, strategy, personnel, directors, ownership and capitalization. The Reporting
Persons may also enter into confidentiality or similar agreements with the Issuer and, subject to such an agreement or otherwise, exchange information with the Issuer. The factors that the Reporting Persons may consider in evaluating their equity
interest in the Issuers business include the following: (i) the Issuers business and prospects; (ii) the performance of the Common Stock and the availability of the Common Stock for purchase at particular price levels;
(iii) the availability and nature of opportunities to dispose of the Reporting Persons interests; (iv) general economic conditions; (v) stock market conditions; (vi) other business and investment opportunities available to
the Reporting Persons; and (vii) other plans and requirements of the Reporting Persons.

Depending on their assessment of the foregoing factors, the
Reporting Persons may, from time to time, modify their present intention as stated in this Item 4.

The Reporting Persons intend to continuously
review their options but, except as set forth above, do not have at this time any other specific plans that would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer; (b) any
extraordinary corporate transactions such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries; (c) any sale or transfer of a material amount of the assets of the Issuer or of any of its subsidiaries;
(d) any change in the present management or Board of Directors of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Issuers Board of Directors; (e) any
material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) any change in the Issuers charter or by-laws that may impede the
acquisition of control of the Issuer by any person; (h) the Issuers

Follow Performant Financial Corp (NASDAQ:PFMT)

Page 7 of 10