Performant Financial (PFMT) Form 4 Performant Financial / Simeon Kohl ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Kohl Simeon

(Last) (First) (Middle)

333 NORTH CANYONS PARKWAY

(Street)

LIVERMORE CA 94551

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Performant Financial Corp [ PFMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share	05/13/2022		M		14,375	A	$0	171,944	D
Common Stock, par value $0.0001 per share	05/17/2022		F		3,733(1)	D	$2.23	168,211	D
Common Stock, par value $0.0001 per share	05/13/2022		M		11,250	A	$0	179,461	D
Common Stock, par value $0.0001 per share	05/17/2022		F		2,958(1)	D	$2.23	176,503	D
Common Stock, par value $0.0001 per share	05/13/2022		M		19,950	A	$0	196,453	D
Common Stock, par value $0.0001 per share	05/17/2022		F		5,244(1)	D	$2.23	191,209	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	05/13/2022		M			14,375	(3)	(3)	Common Stock	14,375	$0(2)	0	D
Restricted Stock Units	(2)	05/13/2022		M			11,250	(4)	(4)	Common Stock	11,250	$0(2)	11,250	D
Restricted Stock Units	(2)	05/13/2022		M			19,950	(5)	(5)	Common Stock	19,950	$0(2)	10,050	D

Explanation of Responses:

1. These shares of common stock were sold to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of Restricted Stock Units. These shares of common stock were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 7, 2021.

2. Each restricted stock unit represents a contingent right to receive one share of PFMT's common stock. The units were awarded at no cost to the Reporting Person.

3. Restricted Stock Unit award was granted on March 29, 2018. 25% of the shares vested on May 10, 2019, 25% of the shares vested on May 18, 2020, 25% of the shares vested on May 18, 2021, with the final 25% of the shares vesting on May 13, 2022, the first day of the current open trading window immediately following the fourth anniversary of the grant date.

4. Restricted Stock Unit award was granted on May 2, 2019. The restricted stock unit award vested at a rate of 25% annually on the first and second anniversaries of April 29, 2019, with the third 25% of the shares vesting on May 13, 2022, the first day of the current open trading window immediately following the anniversary of the grant date, and the final 25% vesting on the first day of the open trading window immediately following the fourth anniversary of the grant date provided that the Reporting Person remains in continuous service through the final vest date.

5. Restricted Stock Unit award was granted on May 2, 2019. These Restricted Stock Units vest over a nearly four year period from the grant date based upon continuing service and the trading price of PFMT's Common Stock during the relevant vesting period. Specifically, the number of Restricted Stock Units reported is due to the achievement of the trading price for PFMT's shares being sustained for 60 consecutive trading days at or above $3.75 per share during the preceding year, which triggered the vesting of 66.5% of the original Restricted Stock Unit award on May 13, 2022, the first day of the current open trading window immediately following the third anniversary of the grant date.

Remarks:

	/s/ Ian A. Johnston, Attorney-in-Fact for Simeon M. Kohl	05/17/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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