Harold Leach Jr Form 4 Performant Financial / Harold Leach Jr 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^*

Leach Harold Jr

(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)
Chief Compliance Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2019

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	05/10/2019		M		15,000	A	$0	435,779	D
Common Stock, par value $0.0001 per share	05/10/2019		F		5,052(1)	D	$1.74	430,727	D
Common Stock, par value $0.0001 per share	05/10/2019		M		11,250	A	$0	441,977	D
Common Stock, par value $0.0001 per share	05/10/2019		F		3,789(1)	D	$1.74	438,188	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)	05/10/2019		M			15,000	(3)	(3)	Common Stock	15,000	$0(2)	30,000(3)	D
Restricted Stock Units	(2)	05/10/2019		M			11,250	(4)	(4)	Common Stock	11,250	$0(2)	33,750(4)	D

Explanation of Responses:

1. Shares surrendered to pay tax liability due on vesting of Restricted Stock Units.

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 April 6, 2017. 25% of the shares vested on May 11, 2018, 25% of the shares vested on May 10, 2019, with 25% more vesting on the first day of the next open trading window immediately following each of the third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.

4. Restricted Stock Unit award was granted on May 1, 2018. 25% of the shares vested on May 10, 2019, with 25% more vesting on the first day of the next open trading window immediately following each of the second, third and fourth anniversaries of March 29, 2018, provided that the Reporting Person remains in continuous service through each vest date.

Remarks:

	/s/ Ian A. Johnston, Attorney-in-Fact for Harold T Leach, Jr	05/14/2019
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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