0001209191-20-027650.txt : 20200507 0001209191-20-027650.hdr.sgml : 20200507 20200507160919 ACCESSION NUMBER: 0001209191-20-027650 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200505 FILED AS OF DATE: 20200507 DATE AS OF CHANGE: 20200507 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yanagi Eric CENTRAL INDEX KEY: 0001789758 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 20856399 MAIL ADDRESS: STREET 1: 400 OYSTER POINT BOULEVARD STREET 2: SUITE 526 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 333 NORTH CANYONS PARKWAY CITY: Livermore STATE: CA ZIP: 94551 BUSINESS PHONE: 925-960-4800 MAIL ADDRESS: STREET 1: 333 NORTH CANYONS PARKWAY CITY: Livermore STATE: CA ZIP: 94551 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-05-05 0 0001550695 Performant Financial Corp PFMT 0001789758 Yanagi Eric 400 OYSTER POINT BLVD SUITE 526 SOUTH SAN FRANCISCO CA 94080 1 0 0 0 Common Stock, $0.0001 par value 2020-05-05 4 J 0 131666 0.00 A 131666 D Common Stock, $0.0001 par value 2020-05-05 4 J 0 98749 0.00 A 230415 D Common Stock, $0.0001 par value 3479615 I See footnote Represents the Reporting Person's acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Yanagi in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's common stock, and the RSUs will vest in four equal annual installments over a four year period, or upon a change of control. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Yanagi has no direct pecuniary interest in such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. Represents the Reporting Person's acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Yanagi in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's common stock, and the RSUs will vest on the earlier of the issuer's 2021 annual meeting of stockholders or a change of control. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Yanagi has no direct pecuniary interest in such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mr. Yanagi is a management committee director of Mill Road Capital II GP LLC (the "GP"), which is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any. /s/ Eric Yanagi 2020-05-07