0001550695-23-000031.txt : 20230509 0001550695-23-000031.hdr.sgml : 20230509 20230509212023 ACCESSION NUMBER: 0001550695-23-000031 CONFORMED SUBMISSION TYPE: 4 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: Kohl Simeon CENTRAL INDEX KEY: 0001703807 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 23904037 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 4 1 wf-form4_168368160485449.xml FORM 4 X0407 4 2023-05-05 0 0001550695 Performant Financial Corp PFMT 0001703807 Kohl Simeon 333 NORTH CANYONS PARKWAY LIVERMORE CA 94551 1 1 0 0 Chief Executive Officer 0 Restricted Stock Units 2023-05-05 4 A 0 183449 A Common Stock 183449.0 183449 D Restricted Stock Units 2023-05-05 4 A 0 183449 A Common Stock 183449.0 366898 D 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 the Reporting Person. 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 Simeon M. Kohl 2023-05-09