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*
Johnston Ian

(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)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
06/18/2017
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 06/18/2017 M 15,000 A $0.00 39,121 D
Common Stock, par value $0.0001 per share 06/18/2017 F 5,502(1) D $2.52 33,619 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
Non-Qualified Stock Options (2) (4) (4) Common Stock 54,979 54,979(4) D
Restricted Stock Units (3) (5) (5) Common Stock 6,250 6,250(5) D
Performance Stock Units (3) (6) (6) Common Stock 5,750 5,750(6) D
Restricted Stock Units (3) 06/18/2017 M 15,000 (7) (7) Common Stock 30,000 $0.00 30,000(7) D
Restricted Stock Units (3) (8) (8) Common Stock 33,750 33,750(8) D
Restricted Stock Units (3) (9) (9) Common Stock 60,000 60,000(9) D
Explanation of Responses:
1. Shares surrendered to pay tax liability due on vesting of Restricted Stock Units.
2. The exercise price of each non-qualified stock option is $10.60.
3. Each restricted stock unit and performance stock unit represents a contingent right to receive one share of PFMT's common stock. The units were awarded at no cost to Reporting Person.
4. The Stock Option award was granted on 08/10/2012 and expires on 08/10/2022. The option award vests as to 1/5th of the total number of shares subject to the option 12 months after the vesting commencement date, and the remaining shares vest at a rate of 1/60th of the total number of shares subject to the option each month thereafter provided that the Reporting Person remains in continuous service through each vest date.
5. Restricted Stock Unit award was granted on 08/13/2014 and expires on 08/13/2024. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
6. Performance Stock Unit award was granted on 03/17/2015 and expires on 03/17/2025. The performance stock award vested as to 50% of the covered shares on 03/17/2016 and as to 25% of the covered shares on 03/17/2017 and will vest as to 25% of the covered shares on 03/17/2018.
7. Restricted Stock Unit award was granted on 06/18/2015 and expires on 06/18/2025. 25% of the shares vested on 06/18/2016 and 25% of the shares vested on 06/18/2017, with 25% more vesting on each of the third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
8. Restricted Stock Unit award was granted on 02/22/2016 and expires on 02/22/2026. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
9. Restricted Stock Unit award was granted on 04/06/2017 and expires on 04/06/2027. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
Remarks:
Vice President and Chief Accounting Officer
/s/ Hakan Orvell, Attorney-in-Fact for Ian Johnston 06/20/2017
** 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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