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Filing Details

Accession Number:: 0001181431-13-023699
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-04-26 21:03:04
Reporting Period:: 2013-04-24

Filing Date:: 2013-04-26
Accepted Time:: 2013-04-26 21:03:04
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		No	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
Common Stock, Par Value $0.0001 Per Share	Disposition	2013-04-24	5,000,000	$11.49	17,729,424	No	4	S	Indirect	See footnote
Common Stock, Par Value $0.0001 Per Share	Disposition	2013-04-24	35,600	$0.00	17,690,224	No	4	J	Indirect	See footnote
Common Stock, Par Value $0.0001 Per Share	Disposition	2013-04-24	1,200	$0.00	2,400	No	5	G	Direct
Common Stock, Par Value $0.0001 Per Share	Disposition	2013-04-25	2,400	$0.00	0	No	5	G	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnote
No	4	J	Indirect	See footnote
No	5	G	Direct
No	5	G	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock, Par Value $0.0001 Per Share	3,600	Direct

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 ("PCap"), which is the managing member of PCap Partners II, LLC ("PCap Partners"), which is the general partner of Parthenon Investors II, L.P. ("Parthenon Investors"), 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, 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.
Reflects a pro rata distribution of 39,200 shares of common stock of the issuer by DCS Holdings, the record owner of the shares, to Parthenon Investors on April 24, 2013 (the "DCS Holdings Distribution"). Following the DCS Holdings Distribution and on the same day, Parthenon Investors further distributed (on a pro rata basis) all 39,200 shares to PCap Partners (the "Parthenon Investors Distribution"). Following the Parthenon Investors Distribution and on the same day, PCap Partners further distributed (on a pro rata basis) all 39,200 shares to certain of its members, including Mr. Kessinger and PCap (the "PCap Partners Distribution"). (continued in footnote 3)
Following the PCap Partners Distribution and on the same day, PCap further distributed (on a pro rata basis) the 30,000 shares it received from PCap Partners to one of its members (such distribution, collectively with the DCS Holdings Distribution, the Parthenon Investors Distribution and the PCap Partners Distribution, the "Distributions"). The Distributions were made to facilitate charitable contributions of the reported shares by certain indirect holders of interests in DCS Holdings, including Mr. Kessinger.
Represents shares of common stock of the issuer received by Mr. Kessinger pursuant to the Distributions. In previous reports, Mr. Kessinger reported indirect beneficial ownership of these shares, which were previously held of record by DCS Holdings.