Ownership Submission
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB APPROVAL
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OMB Number:3235-0287Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Kohl Simeon
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2. Issuer Name and Ticker or Trading Symbol
Performant Financial Corp [PFMT]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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Chief Executive Officer /
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(Last)
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(First)
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(Middle)
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900 SOUTH PINE ISLAND ROAD , SUITE 150
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3. Date of Earliest Transaction (Month/Day/Year)
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(Street)
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PLANTATION
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FL
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33324
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4. If Amendment, Date Original Filed(Month/Day/Year)
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Kohl Simeon
900 SOUTH PINE ISLAND ROAD
SUITE 150
PLANTATION, FL33324
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X
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Chief Executive Officer
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Signatures
/s/ Rohit Ramchandani, Attorney-in-Fact for Simeon M. Kohl
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2024-08-07
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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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.
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(2)
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Restricted Stock Unit Award was granted on August 5, 2024 (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").
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(3)
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Restricted Stock Unit Award was granted on August 5, 2024 (the "Grant Date"). These Restricted Stock Units shall be allocated into the following three tranches: (i) Tranche 1, consisting of 52,105 Restricted Stock Units, (ii) Tranche 2, consisting of 52,105 Restricted Stock Units and (iii) Tranche 3, consisting of 53,684 Restricted Stock Units. Each Tranche shall vest upon the achievement of the applicable Target Revenue Amount during a Performance Period, and subject to Reporting Person's continuous service through each vesting date. "Target Revenue Amount" shall mean the Company's trailing twelve month Healthcare revenue for a Performance Period as reported in the Company's financial statements filed with the Securities and Exchange Committee on Form 10-K or Form 10-Q, as applicable. Each Target Revenue Amount is measured on the trailing twelve month Healthcare revenue of the Company for the preceding twelve months, measured on a quarterly basis (each, a "Performance Period").
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(4)
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For Tranche 1, Reporting Person shall have up to three years from the Grant Date for the Company to achieve the Tranche 1 Target Revenue Amount of $135M. If the Tranche 1 Target Revenue Amount is achieved before 12 months, Reporting Person vests in the Tranche 1 RSUs at 12 months. If the Tranche 1 Target Revenue Amount is achieved in month 13 - 36, Reporting Person vests in the Tranche 1 RSUs whenever the Tranche 1 Target Revenue Amount is achieved. If the Tranche 1 Target Revenue Amount is not achieved by 36 months, the RSUs tied to Tranche 1 are forfeited.
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(5)
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For Tranche 2, Reporting Person shall have up to three years to achieve the Tranche 2 Target Revenue Amount of $155M. If the Tranche 2 Target Revenue Amount is achieved before 24 months, Reporting Person vests in the Tranche 2 RSUS at 24 months. If the Tranche 2 Target Revenue Amount is achieved in month 25 - 36, Reporting Person vests in the Tranche 2 RSUs whenever the Tranche 2 Target Revenue Amount is achieved. If the Tranche 2 Target Revenue Amount is not achieved by 36 months, the RSUs tied to Tranche 2 are forfeited.
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(6)
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For Tranche 3, Reporting Person shall have up to four years to achieve the Tranche 3 Target Revenue Amount of $175M. If the Tranche 3 Target Revenue Amount is achieved before 36 months, Reporting Person vests in the Tranche 3 RSUs at 36 months. If the Tranche 3 Target Revenue Amount is achieved in month 37 - 48, Reporting Person vests in the Tranche 3 RSUs whenever the Tranche 3 Target Revenue Amount is achieved. If the Tranche 3 Target Revenue Amount is not achieved by 48 months, the RSUs tied to Tranche 3 are forfeited.
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