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*
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.

(Last) (First) (Middle)
1924 SOUTH UTICA, SUITE 1120

(Street)
TULSA OK 74104

(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 10/23/2019 P 7,815 A $1.01 8,274,967(1) I See Footnote(2)
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
1. Name and Address of Reporting Person*
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C.

(Last) (First) (Middle)
1924 SOUTH UTICA, SUITE 1120

(Street)
TULSA OK 74104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PRESCOTT GROUP AGGRESSIVE SMALL CAP LP

(Last) (First) (Middle)
1924 SOUTH UTICA, SUITE 1120

(Street)
TULSA OK 74104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP

(Last) (First) (Middle)
1924 SOUTH UTICA, SUITE 1120

(Street)
TULSA OK 74104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND GP

(Last) (First) (Middle)
1924 SOUTH UTICA, SUITE 1120

(Street)
TULSA OK 74104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
FROHLICH PHIL

(Last) (First) (Middle)
1924 SOUTH UTICA, SUITE 1120

(Street)
TULSA OK 74104

(City) (State) (Zip)
Explanation of Responses:
1. The filing of this Form 4 shall not be construed as an admission that Prescott Group Capital Management, L.L.C. ("Prescott Capital") or Phil Frohlich, the managing member of Prescott Capital, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the Common Stock, par value $0.0001 per share (the "Common Stock"), of Performant Financial Corporation (the "Issuer") held by Prescott Group Aggressive Small Cap Master Fund, G.P. (the "Master Fund") for the accounts of Prescott Group Aggressive Small Cap, L.P. and Prescott Group Aggressive Small Cap II, L.P. (together, the "Small Cap Funds"). Pursuant to Rule 16a-1, both Prescott Capital and Mr. Frohlich disclaim such beneficial ownership.
2. This Form 4 relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds. The Master Fund holds the shares of Common Stock for the accounts of the Small Cap Funds. Prescott Capital receives a portion of the profits in the way of a capital allocation from, and owns a partnership interest in, the Small Cap Funds. Phil Frohlich reports the Common Stock held indirectly by Prescott Capital because, as the managing member of Prescott Capital at the time of purchase, he controlled the disposition and voting of the securities.
Remarks:
PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C., Name: /s/ Phil Frohlich, Title: Managing Member 10/25/2019
PRESCOTT GROUP AGGRESSIVE SMALL CAP, L.P., By: Prescott Group Capital Management, L.L.C., its general partner, Name: /s/ Phil Frohlich, Title: Managing Member 10/25/2019
PRESCOTT GROUP AGGRESSIVE SMALL CAP II, L.P., By: Prescott Group Capital Management, L.L.C., its general partner, Name: /s/ Phil Frohlich, Title: Managing Member 10/25/2019
PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND, G.P., By: Prescott Group Aggressive Small Cap, L.P., GP, By: Prescott Group Aggressive Small Cap II, L.P., GP, By: Prescott Group Capital Management, L.L.C., GP, Name: /s/ Phil Frohlich, Title: MM 10/25/2019
/s/ Phil Frohlich 10/25/2019
** 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).
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