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Filing Details

Accession Number:: 0001181431-12-046487
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-08-17 20:48:30
Reporting Period:: 2012-03-19

Filing Date:: 2012-08-17
Accepted Time:: 2012-08-17 20:48:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1550695	Performant Financial Corp	PFMT	Services-Miscellaneous Business Services (7380)	200484934

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1082687	C William Kessinger	C/O Parthenon Capital Partners Four Embarcadero Center, Suite 3610 San Francisco CA 94111		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Series B Preferred Stock	Acquisiton	2012-03-19	3,874,600	$0.00	3,874,600	No	4	C	Indirect	See footnote
Series B Preferred Stock	Disposition	2012-03-19	3,874,600	$0.00	0	No	4	D	Indirect	See footnote
Series B Preferred Stock	Acquisiton	2012-06-28	1,391,222	$0.00	1,391,222	No	4	C	Indirect	See footnote
Series B Preferred Stock	Disposition	2012-06-28	1,391,222	$0.00	0	No	4	D	Indirect	See footnote
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2012-03-19	3,874,600	$0.00	33,954,470	No	4	C	Indirect	See footnote
Common Stock, Par Value $0.0001 Per Share	Acquisiton	2012-06-28	1,391,222	$0.00	35,345,692	No	4	C	Indirect	See footnote
Common Stock, Par Value $0.0001 Per Share	Disposition	2012-08-15	4,830,282	$8.37	30,515,410	No	4	S	Indirect	See footnote
Common Stock, Par Value $0.0001 Per Share	Disposition	2012-08-17	1,096,978	$8.37	29,418,432	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnote
No	4	D	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	D	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	C	Indirect	See footnote
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Series B Preferred Stock	Series A Convertible Preferred Stock	Disposition	2012-03-19	3,874,600	$0.00	3,874,600	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2012-03-19	3,874,600	$0.00	3,874,600	$0.00
Series B Preferred Stock	Series A Convertible Preferred Stock	Disposition	2012-06-28	1,391,222	$0.00	1,391,222	$0.00
Common Stock	Series A Convertible Preferred Stock	Disposition	2012-06-28	1,391,222	$0.00	1,391,222	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
1,391,222	No	4	C	Indirect
1,391,222	No	4	C	Indirect
0	No	4	C	Indirect
0	No	4	C	Indirect

Footnotes

The reported shares are owned of record by Parthenon DCS Holdings, LLC ("DCS Holdings"). PCP Managers, LLC is the managing member of PCAP II, LLC, which is the managing member of PCAP Partners II, LLC, which is the general partner of Parthenon Investors II, L.P., which is the manager of DCS Holdings. Mr. Kessinger is a Managing Member of PCP Managers, LLC and a Managing Director of Parthenon Capital Partners, a private equity firm and affiliate of PCAP Partners II, LLC, and therefore may be deemed to beneficially own the shares owned of record by DCS Holdings. Mr. Kessinger disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Kessinger is the beneficial owner of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of his pecuniary interest therein.
On March 19, 2012 and June 28, 2012, DCS Holdings converted each share of Series A Convertible Preferred Stock into (i) one share of Series B Preferred Stock and (ii) one share of Common Stock. The Series A Convertible Preferred Stock was convertible by DCS Holdings into Series B Preferred Stock and Common Stock at any time and had no expiration date. The Series B Preferred Stock was immediately redeemed by the issuer at a price equal to the liquidation value thereof plus all accumulated or accrued but unpaid dividends thereon. The number of shares of Series A Convertible Preferred Stock, Series B Preferred Stock and Common Stock reported in Columns 5, 7 and 9 of Table II reflects a 2-for-1 stock split of the issuer's common shares that became effective on July 26, 2012.