0001550695-23-000027.txt : 20230509
0001550695-23-000027.hdr.sgml : 20230509
20230509211344
ACCESSION NUMBER: 0001550695-23-000027
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230505
FILED AS OF DATE: 20230509
DATE AS OF CHANGE: 20230509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Ramchandani Rohit
CENTRAL INDEX KEY: 0001976990
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35628
FILM NUMBER: 23904024
MAIL ADDRESS:
STREET 1: 333 NORTH CANYONS PARKWAY
CITY: LIVERMORE
STATE: CA
ZIP: 94551
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
3
1
wf-form3_168368121196138.xml
FORM 3
X0206
3
2023-05-05
0
0001550695
Performant Financial Corp
PFMT
0001976990
Ramchandani Rohit
333 NORTH CANYONS PARKWAY
SUITE 100
LIVERMORE
CA
94551
0
1
0
0
Chief Financial Officer
Common Stock
128181
D
Non-Qualified Stock Options
3.57
2025-03-17
Common Stock
10000.0
D
Non-Qualified Stock Options
1.74
2026-02-22
Common Stock
10000.0
D
Restricted Stock Units
0.0
Common Stock
7625.0
D
Restricted Stock Units
0.0
Common Stock
19999.0
D
Restricted Stock Units
0.0
Common Stock
46575.0
D
Restricted Stock Units
0.0
Common Stock
92650.0
D
Restricted Stock Units
0.0
Common Stock
108362.0
D
Restricted Stock Units
0.0
Common Stock
108362.0
D
The Stock Option award was granted on 03/17/2015. The option award vested as to 1/4th of the total number of shares subject to the option 12 months after the vesting commencement date, and the remaining shares vested at a rate of 1/48th of the total number of shares subject to the option each month thereafter. The options are fully vested.
The Stock Option award was granted on 02/22/2016. The option award vested as to 1/4th of the total number of shares subject to the option 12 months after the vesting commencement date, and the remaining shares vested at a rate of 1/48th of the total number of shares subject to the option each month thereafter. The options are fully vested.
Restricted Stock Unit award was granted on 05/02/2019, vesting at a rate of 25% annually, with the final 25% vesting on the date of the next open trading window following the fourth anniversary of 05/02/2019, provided that the Reporting Person remains in continuous service through each vest date.
Each restricted 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.
The restricted stock unit award was granted on 07/30/2020, and vests at a rate of one-third annually, with the final third vesting on the date of the next open trading window following the third anniversary of April 29, 2020, provided that the Reporting Person remains in continuous service through each vest date.
The restricted stock unit award was granted on 08/13/2021, and vests at a rate of 25% annually, with 25% vesting on the second, third and fourth anniversary of August 14, 2021, provided that the Reporting Person remains in continuous service through each vest date.
Restricted Stock Unit award was granted on 08/08/2022. The restricted stock unit award vests at a rate of 25% annually on the first, second, third, and fourth anniversaries of August 15, 2022, provided that the Reporting Person remains in continuous service through each vest date.
Restricted Stock Unit Award was granted on May 5, 2023 (the "Grant Date"). The Restricted Stock Units will vest in four equal installments on the first day of the next open trading window immediately following the first, second, third and fourth anniversaries of the Grant Date provided that the Reporting Person remains in continuous service through each vest date, and vesting in full upon a Change in Control (as defined in PFMT's 2012 Stock Incentive Plan (the "Stock Plan").
Restricted Stock Unit Award was granted on May 5, 2023 (the "Grant Date"). These Restricted Stock Units shall vest over a four year period based upon continuous service through each vesting date and the trading price of the Company's Common Stock during the relevant vesting period. Specifically, and subject to the vesting limitations described below, the trading price for Company's shares will need to be sustained for 60 consecutive trading days for one of the following vesting thresholds to have been met. Target Stock Price Hurdles are increases by year of +25%, +50%, +75%, and +100% versus initial stock price based on 60-day VWAP of $3.16 per share of one share on the Grant Date in each of the four years following the Grant Date.
The vesting for the Restricted Stock Units and associated Stock Price Hurdles will be allocated into the following four tranches: (i) Tranche 1, 25% Vesting Percentage, $3.95 Stock Price Hurdle; (ii) Tranche 2, 50% Vesting Percentage, $4.74 Stock Price Hurdle; (iii) Tranche 3, 75% Vesting Percentage, $5.52 Stock Price Hurdle; and (iv) Tranche 4, 100% Vesting Percentage, $6.31 Stock Price Hurdle. The Restricted Stock Units within each Tranche will vest in accordance with the following: For Tranche 1, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 12 months, Reporting Person vests in the Tranche 1 RSUs at 12 months. If the Stock Price Hurdle is achieved in month 13 - 36, Reporting Person vests in the Tranche 1 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 36 months, the RSUs tied to Tranche 1 are forfeited.
For Tranche 2, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 24 months, Reporting Person vests in the Tranche 2 RSUS at 24 months. If the Stock Price Hurdle is achieved in month 25 - 36, Reporting Person vests in the Tranche 2 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 36 months, the RSUs tied to Tranche 2 are forfeited.
For Tranche 3, Reporting Person shall have up to four years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 36 months, Reporting Person vests in the Tranche 3 RSUs at 36 months. If the Stock Price Hurdle is achieved in month 37 - 48, Reporting Person vests in the Tranche 3 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 3 are forfeited.
For Tranche 4, Reporting Person shall have up to four years to hit the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 48 months, Reporting Person vests in the Tranche 4 RSUs 48 months. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 4 are forfeited.
/s/ Ian A. Johnston, Attorney-in-Fact for Rohit Ramchandani
2023-05-09