Filing Details
- Accession Number:
- 0001181431-12-046489
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2012-08-17 20:51:33
- Reporting Period:
- 2012-03-19
- Filing Date:
- 2012-08-17
- Accepted Time:
- 2012-08-17 20:51:33
- 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 |
---|---|---|---|---|---|---|---|
1555304 | P. Brian Golson | C/O Parthenon Capital Partners Four Embarcadero Center, Suite 3610 San Francisco CA 94111 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
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
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 | Exercise Date | Expiration Date | 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. Golson 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. Golson disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Golson 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.