Filing Details
- Accession Number:
- 0001104659-19-030541
- Form Type:
- 13G Filing
- Publication Date:
- 2019-05-20 16:05:40
- Filed By:
- Ecmc Group, Inc.
- Company:
- Performant Healthcare Inc (NASDAQ:PFMT)
- Filing Date:
- 2019-05-20
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
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ECMC Group, Inc | 6,022,284 | 0 | 6,022,284 | 0 | 6,022,284 | 10.4% |
| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Performant Financial Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
71377E105
(CUSIP Number)
May 15, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 71377E 10 5 | SCHEDULE 13G |
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| 1 | Names of Reporting Persons I.R.S. Identification No. of Above Persons (entities only) 41-1991995 | |||
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| 2 | Check the Appropriate Box if a Member of a Group | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3 | SEC Use Only | |||
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| 4 | Citizenship or Place of Organization | |||
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Number of | 5 | Sole Voting Power | |||
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6 | Shared Voting Power | ||||
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7 | Sole Dispositive Power | ||||
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8 | Shared Dispositive Power | ||||
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10 | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares o | |||
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| 11 | Percent of Class Represented by Amount in Row (9) | |||
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| 12 | Type of Reporting Person | |||
(1) Includes 1,000,000 shares of common stock held by ECMC Group, Inc. and 5,022,284 shares of common stock issuable upon exercise of warrants that are currently exercisable or exercisable within 60 days.
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Item 1(a). | Name of Issuer: | |||
Item 1(b). | Address of Issuers Principal Executive Offices: | |||
Item 2(a). | Name of Persons Filing: | |||
Item 2(b). | Address of Principal Business Office: | |||
Item 2(c). | Citizenship: | |||
Item 2(d). | Title of Class of Securities: | |||
Item 2(e). | CUSIP Number: | |||
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Item 3. | If this statement is filed pursuant to §240.13d-1(b), or §240.13d-2(b) or (c), check whether the filing person is a: | |||
| (a) | o | Broker or dealer registered under section 15 of the Act. | |
| (b) | o | Bank, as defined in section 3(a)(6) of the Act. | |
| (c) | o | Insurance company, as defined in section 3(a)(19) of the Act. | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940. | |
| (e) | o | An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | o | A parent holding company or control person, in accordance with §240.13d-1(b)(ii)(G). | |
| (h) | o | A savings association, as defined in Section 3(b) of the Federal Deposit Insurance Act. | |
| (i) | o | A church plan, that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940. | |
| (j) | o | A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J). | |
| (k) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:____________________________ | |
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Item 4. | Ownership: | |||
| (a) | Amount beneficially owned: ECMC is the record owner of 1,000,000 shares of the Common Stock of the Issuer and warrants to purchase an aggregate of 5,022,284 shares of Common Stock of the Issuer that are currently exercisable or exercisable within 60 days. | ||
| (b) | Percent of class: 10.4%. The foregoing percentage is calculated based on 53,148,566 shares of Common Stock represented to be outstanding by the Issuer on its most recently filed quarterly report on Form 10-Q for the period ended March 31, 2019. | ||
| (c) | Number of shares as to which ECMC has:
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| (i) | Sole power to vote or to direct the vote 6,022,284 | |
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| (ii) | Shared power to vote or to direct the vote 0 | |
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| (iii) | Sole power to dispose or to direct the disposition of 6,022,284 | |
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| (iv) | Shared power to dispose or to direct the disposition of 0 | |
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Item 5. | Ownership of Five Percent or Less of a Class: | |||
| Not Applicable. | |||
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person: | |||
| Not Applicable. | |||
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: | |||
| Not Applicable. | |||
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Item 8. | Identification and Classification of Members of the Group: | |||
| Not Applicable. | |||
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Item 9. | Notice of Dissolution of Group: | |||
| Not Applicable. | |||
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Item 10. | Certifications: |
(a) | Not Applicable. |
(b) | Not Applicable |
(c) | By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11. |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 20, 2019
ECMC GROUP, INC. | |||
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| By: | /s/ Martin Scanlon |
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| Its: | Chief Financial Officer |
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