Filing Details

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.  )*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

Rachael Clarke

Philadelphia Financial Management of San Francisco, LLC

450 Sansome Street, Suite 1500

San Francisco, California 94111

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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).

 

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CUSIP No: 71377E105

Page 2 of 13 Pages

 

SCHEDULE 13D

 

CUSIP No: 71377E105

Page 3 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	BOATHOUSE ROW I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,371,158
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,371,158
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,371,158
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	2.73%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

SCHEDULE 13D

 

CUSIP No: 71377E105

Page 4 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	BOATHOUSE ROW II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			739,741
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			739,741
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	739,741
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.47%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

CUSIP No: 71377E105

Page 5 of 13 Pages

 

1	NAMES OF REPORTING PERSONS
	BOATHOUSE ROW OFFSHORE LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,564,698
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,564,698
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,564,698
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.12%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

CUSIP No: 71377E105

Page 6 of  13 Pages

 

1	NAMES OF REPORTING PERSONS
	JORDAN HYMOWITZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			3,675,597
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			3,675,597
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,675,597
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	7.32%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 

Page 7 of  13 Pages

 

Item 1.

Security and Issuer

 

This statement on Schedule 13D relates to the shares of common stock, par value $0.0001 per share (the “Common Stock”), of Performant Financial Corporation (the “Issuer”), whose principal executive offices are located at 333 North Canyons Parkway, Livermore, CA 9455.

Item 2.

Identity and Background

(a) This Schedule 13D is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

(i)

Boathouse Row I, L.P., a Delaware limited partnership (“BRI”);

(ii)

Boathouse Row II, L.P., a Delaware limited partnership (“BRII”);

(iii)

Boathouse Row Offshore Ltd., a Cayman Islands corporation (“BRO”, and together with BRI and BRII, the “Boathouse Funds”);

(iv)

Philadelphia Financial Management of San Francisco, LLC, a California limited liability company, General Partner of BRI and BRII, and Investment Advisor to BRO (“Philadelphia Financial”); and

(v)

Jordan Hymowitz, Managing Member of Philadelphia Financial.

SCHEDULE 13D

 

Page 8 of  13 Pages

 

Item 3.

Source and Amount of Funds or Other Consideration

 

The purchases of shares of Common Stock reported herein were made using funds from the working capital of the Reporting Persons, which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.  A total of $7,082,176.69 (including brokerage commissions) was paid to acquire the shares of Common Stock reported in this Schedule 13D, including:  (i) $2,416,909.92 paid by BRI; (ii) $1,950,478.66 paid by BRII; and (iii) $2,714,788.11 paid by BRO.

 

Item 4.

Purpose of Transaction

The Reporting Persons acquired beneficial ownership of the Common Stock of the Issuer for investment purposes because they believed the Issuer’s Common Stock represented an attractive investment opportunity.  The Reporting Persons believe that the Common Stock at current market prices is undervalued.

Also, consistent with their investment intent, the Reporting Persons may engage in communications with, without limitation, one or more shareholders of the Issuer, one or more officers of the Issuer and/or one or more members of the Issuer’s board of directors (the “Board”) regarding the Issuer, including but not limited to its operations, governance and control.

 

Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Issuer’s Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future, at any time and from time to time, take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, (i) purchasing additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, “Securities”), (ii) disposing of any or all of their Securities, in the open market or otherwise, (iii) engaging in any hedging or similar transactions with respect to the Securities; (iv) proposing one or more directors for the Issuer’s Board; and (iv) engaging in other proposals as the Reporting Persons may deem appropriate under the circumstances, including plans or proposals which may relate to, or could result in, any of the matters referred to in paragraphs (a) through (e), inclusive, of the instructions to Item 4 of Schedule 13D.

 

Except as set forth above, none of the Reporting Persons has any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.  The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

 

Item 5.

Interest in Securities of the Issuer

Based on information in the Issuer’s Form 10-Q filed November 8, 2016, there were 50,226,376 shares of the Common Stock outstanding as of November 8, 2016.

(a)           As of December 21, 2016, each of Philadelphia Financial and Mr. Hymowitz may be deemed to be the beneficial owner of 3,675,597 shares of Common Stock, which represents approximately 7.32% of the outstanding shares of Common Stock.  This amount includes:  (i) 1,371,158 shares of Common Stock beneficially owned by BRI, which represents approximately 2.73% of the outstanding shares of Common Stock; (ii) 739,741 shares of Common Stock beneficially owned by BRII, which represents approximately 1.47% of the outstanding shares of Common Stock; and (iii) 1,564,698 shares of Common Stock beneficially owned by BRO, which represents approximately 3.12% of the outstanding shares of Common Stock.

 

(d)           Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On December 22, 2016, the Reporting Persons entered into a Joint Filing Agreement, pursuant to Rule 13d-1(k), to file this Schedule 13D.  A copy of the Joint Filing Agreement is attached as Exhibit A to this Schedule 13D and is incorporated by reference herein.

Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and  any other person with respect to the Common Stock.

Item 7.

Material to be Filed as Exhibits.

Exhibit A:

Joint Filing Agreement, dated December 22, 2016

Exhibit B:

Listing of Covered Persons

Exhibit C:

Schedule of Transactions

 

Page 10 of  13 Pages

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

Page 11 of  13 Pages

 

EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Performant Financial Corporation, dated as of December 22, 2016 is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Page 12 of  13 Pages

 

EXHIBIT B

 

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSONS

 

(1)  The address of the principal place of business of each of the Covered Persons is 450 Sansome Street, Suite 1500, San Francisco, California 94111.

 

Page 13 of  13 Pages

 

EXHIBIT C

SCHEDULE OF TRANSACTIONS

 

Transaction Date	Entity Transacting	Transaction Type	Quantity	Weighted-Average Price*	Price Range	How Transaction Effected
11/01/2016	Boathouse Row I, LP	BUY	7,120	$3.47	$3.24-$3.55	Open Market
11/01/2016	Boathouse Row II, LP	BUY	2,377	$3.47	$3.24-$3.55	Open Market
11/01/2016	Boathouse Row Offshore Ltd.	BUY	8,040	$3.47	$3.24-$3.55	Open Market
11/07/2016	Boathouse Row II, LP	SELL	(2,200)	$4.01	$4.00-$4.02	Open Market
11/09/2016	Boathouse Row I, LP	BUY	5,000	$3.65	$3.53-$3.77	Open Market
11/09/2016	Boathouse Row Offshore Ltd.	BUY	5,000	$3.65	$3.53-$3.77	Open Market
11/14/2016	Boathouse Row II, LP	SELL	(1,500)	$4.00	$4.00-$4.02	Open Market
11/16/2016	Boathouse Row II, LP	SELL	(1,822)	$4.00	$4.00-$4.02	Open Market
12/01/2016	Boathouse Row I, LP	BUY	20,879	$3.50	$3.49-$3.50	Open Market
12/01/2016	Boathouse Row Offshore Ltd.	BUY	1,098	$3.50	$3.49-$3.50	Open Market
12/19/2016	Boathouse Row I, LP	BUY	7,000	$2.30	$2.29-$2.30	Open Market
12/19/2016	Boathouse Row Offshore Ltd.	BUY	7,644	$2.30	$2.29-$2.30	Open Market
12/20/2016	Boathouse Row I, LP	BUY	6,659	$2.29	$2.26-$2.30	Open Market
12/20/2016	Boathouse Row Offshore Ltd.	BUY	6,921	$2.29	$2.26-$2.30	Open Market
12/21/2016	Boathouse Row I, LP	BUY	5,000	$2.27	$2.25-$2.31	Open Market
12/21/2016	Boathouse Row Offshore Ltd.	BUY	5,000	$2.27	$2.25-$2.31	Open Market

 

 

 

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