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

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CUSIP No. 71377E105 Page 8 of 10 Pages

Common Stock being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system or a registered national securities association;
(i) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to those enumerated
above.

Item 5. Interest in Securities of the Issuer

(a, b) The percentages of beneficial ownership
reported in this Item 5, and on each Reporting Persons cover page to this Schedule 13D, are based on a total of 50,961,377 shares of the Common Stock issued and outstanding as of November 13, 2017, as reported in the most recent
quarterly report of the Issuer on Form 10-Q for the fiscal quarter ended September 30, 2017. All of the share numbers reported below, and on each Reporting Persons cover page to this Schedule 13D, are as of January 29, 2018, unless
otherwise indicated. The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b).

The Fund directly holds, and thus has sole voting and dispositive power over, 3,440,023 shares of Common Stock. The GP, as sole general
partner of the Fund, also has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund, and each of Messrs. Lynch and Scharfman has shared authority to vote (or direct the vote
of), and to dispose (or direct the disposal) of, these shares on behalf of the GP. Accordingly, each of the Reporting Persons beneficially owns 3,440,023 shares of Common Stock, or approximately 6.8% of the outstanding shares of Common Stock, and
the Reporting Persons beneficially own, in the aggregate, 3,440,023 shares of Common Stock, or approximately 6.8% of the outstanding shares of Common Stock.

(c) No Reporting Person, other than the Fund as set forth in the table below, effected any transaction in shares of the Common Stock from
November 30, 2017 (the date 60 days prior to the filing of this Schedule 13D) to January 29, 2018:

Date of Purchase

Shares
Purchased (#)
Purchase Price
per Share ($)

1/12/2018

173,448 $ 2.8827

1/16/2018

88,952 $ 2.4005

1/17/2018

70,000 $ 2.3435

1/18/2018

95,518 $ 2.4679

1/19/2018

4,278 $ 2.5000

1/22/2018

24,806 $ 2.5315

1/23/2018

665,535 $ 2.5488

1/24/2018

86,766 $ 2.5500

1/25/2018

9,295 $ 2.5494

1/29/2018

24,183 $ 2.5490

The above listed transactions were conducted in the ordinary course of business on the open market for cash. The purchase
prices do not reflect brokerage commissions paid.

(d) No person other than the Reporting Persons is known to have the right to receive or
the power to direct the receipt of dividends from or the proceeds from the sale of shares of the Common Stock.

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