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