0001193125-14-085970.txt : 20140306 0001193125-14-085970.hdr.sgml : 20140306 20140306111159 ACCESSION NUMBER: 0001193125-14-085970 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140306 DATE AS OF CHANGE: 20140306 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Performant Financial Corp CENTRAL INDEX KEY: 0001550695 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 200484934 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87238 FILM NUMBER: 14671902 BUSINESS ADDRESS: STREET 1: 333 North Cayons Parkway CITY: Livermore STATE: CA ZIP: 94551 BUSINESS PHONE: 925-960-4800 MAIL ADDRESS: STREET 1: 333 North Cayons Parkway CITY: Livermore STATE: CA ZIP: 94551 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RS INVESTMENT MANAGEMENT CO LLC CENTRAL INDEX KEY: 0001085256 IRS NUMBER: 943321067 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BUSH STREET STREET 2: SUITE 900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4155912700 MAIL ADDRESS: STREET 1: ONE BUSH STREET STREET 2: SUITE 900 CITY: SAN FRANCISCO STATE: CA ZIP: 94104 SC 13G/A 1 d688684dsc13ga.htm PERFORMANT FINANCIAL CORP Performant Financial Corp

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Performant Financial Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71377E105

(CUSIP Number)

February 28, 2014

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x Rule 13d-1(b)

¨ Rule 13d-1(c)

¨ Rule 13d-1(d)

 

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 71377E105   13G   Page 2 of 4 Pages

 

   1.    

NAMES OF REPORTING PERSONS

 

RS Investment Management Co. LLC

   

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

943321067

   2.   

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

(a)  ¨        (b)  ¨

 

   3.   

SEC USE ONLY

 

   4.   

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

  BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     5.     

SOLE VOTING POWER

 

5,064,693

    6.    

SHARED VOTING POWER

 

    7.    

SOLE DISPOSITIVE POWER

 

5,113,184

    8.    

SHARED DISPOSITIVE POWER

 

   9.   

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,113,184

 10.   

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)  ¨

 

 11.   

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.62%

 12.   

TYPE OF REPORTING PERSON (see instructions)

 

IA

 

CUSIP No. 71377E105    13G    Page 3 of 4 Pages

Item 1.

 

  (a) Name of Issuer
       Performant Financial Corp.

 

  (b) Address of Issuer’s Principal Executive Offices
       333 North Canyons Parkway
       Livermore, CA 94551

Item 2.

 

  (a) Name of Persons Filing
       RS Investment Management Co. LLC

(RS Investment Management Co. LLC is an independent subsidiary of Guardian Investor Services LLC, a wholly owned subsidiary of The Guardian Life Insurance Company of America.)

 

  (b) Address of the Principal Office or, if none, residence
       One Bush Street, Suite 900
       San Francisco, CA 94104

 

  (c) Citizenship
       Delaware

 

  (d) Title of Class of Securities
       Common Stock

 

  (e) CUSIP Number
       71377E105

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)       ¨        Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)       ¨        Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)       ¨        Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)       ¨        Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)       x        An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)       ¨        An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)       ¨        A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
(h)       ¨        A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)       ¨        A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)       ¨        Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a) Amount beneficially owned: 5,113,184

 

  (b) Percent of class: 10.62%

 

  (c) Number of shares as to which the person has:

 

  (i) Sole power to vote or to direct the vote 5,064,693.

 

  (ii) Shared power to vote or to direct the vote 0.

 

  (iii) Sole power to dispose or to direct the disposition of 5,113,184.

 

  (iv) Shared power to dispose or to direct the disposition of 0.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  ¨.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

The clients of RS Investment Management Co. LLC, including investment companies registered under the Investment Company Act of 1940 and separately managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the common stock of Performant Financial Corp.

As known to RS Investment Management Co. LLC, no individual client has an interest of more than five percent of the class of securities reported herein.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

 

  (a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 71377E105

    13G    Page 4 of 4 Pages

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

03/5/2014

Date

/s/ James L. Smith

Signature

James L. Smith, Chief Compliance Officer

Name/Title