SEC FORM 4

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^*

Golson Brian P.

(Last)

(First)

(Middle)

C/O PARTHENON CAPITAL PARTNERS

FOUR EMBARCADERO CENTER, SUITE 3610

(Street)

SAN FRANCISCO

94111

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	03/19/2012		C		3,874,600	A	⁽²⁾	3,874,600	I	See footnote⁽¹⁾
Series B Preferred Stock	03/19/2012		D		3,874,600	D	⁽²⁾	0	I	See footnote⁽¹⁾
Series B Preferred Stock	06/28/2012		C		1,391,222	A	⁽²⁾	1,391,222	I	See footnote⁽¹⁾
Series B Preferred Stock	06/28/2012		D		1,391,222	D	⁽²⁾	0	I	See footnote⁽¹⁾
Common Stock, par value $0.0001 per share	03/19/2012		C		3,874,600	A	⁽²⁾	33,954,470	I	See footnote⁽¹⁾
Common Stock, par value $0.0001 per share	06/28/2012		C		1,391,222	A	⁽²⁾	35,345,692	I	See footnote⁽¹⁾
Common Stock, par value $0.0001 per share	08/15/2012		S		4,830,282	D	$8.37	30,515,410	I	See footnote⁽¹⁾
Common Stock, par value $0.0001 per share	08/17/2012		S		1,096,978	D	$8.37	29,418,432	I	See footnote⁽¹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Convertible Preferred Stock	⁽²⁾	03/19/2012		C			3,874,600	⁽²⁾	⁽²⁾	Series B Preferred Stock	3,874,600	$0	1,391,222	I	See footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	03/19/2012		C			3,874,600	⁽²⁾	⁽²⁾	Common Stock	3,874,600	$0	1,391,222	I	See footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	06/28/2012		C			1,391,222	⁽²⁾	⁽²⁾	Series B Preferred Stock	1,391,222	$0	0	I	See footnote⁽¹⁾
Series A Convertible Preferred Stock	⁽²⁾	06/28/2012		C			1,391,222	⁽²⁾	⁽²⁾	Common Stock	1,391,222	$0	0	I	See footnote⁽¹⁾

Explanation of Responses:

1. The reported shares are owned of record by Parthenon DCS Holdings, LLC ("DCS Holdings"). PCP Managers, LLC is the managing member of PCAP II, LLC, which is the managing member of PCAP Partners II, LLC, which is the general partner of Parthenon Investors II, L.P., which is the manager of DCS Holdings. Mr. Golson is a Managing Member of PCP Managers, LLC and a Managing Director of Parthenon Capital Partners, a private equity firm and affiliate of PCAP Partners II, LLC, and therefore may be deemed to beneficially own the shares owned of record by DCS Holdings. Mr. Golson disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Golson is the beneficial owner of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of his pecuniary interest therein.

2. On March 19, 2012 and June 28, 2012, DCS Holdings converted each share of Series A Convertible Preferred Stock into (i) one share of Series B Preferred Stock and (ii) one share of Common Stock. The Series A Convertible Preferred Stock was convertible by DCS Holdings into Series B Preferred Stock and Common Stock at any time and had no expiration date. The Series B Preferred Stock was immediately redeemed by the issuer at a price equal to the liquidation value thereof plus all accumulated or accrued but unpaid dividends thereon. The number of shares of Series A Convertible Preferred Stock, Series B Preferred Stock and Common Stock reported in Columns 5, 7 and 9 of Table II reflects a 2-for-1 stock split of the issuer's common shares that became effective on July 26, 2012.

	/s/ Carol Anne Huff as Attorney-in-Fact	08/17/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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