SEC Form 4 · accession 0000899243-17-009925
Performant Financial Corp · PFMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jeffrey Haughton
Officer — Chief Operating Officer
Period of report
Apr 6, 2017
Accepted (ET)
Apr 10, 2017 · 8:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001550695
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF6,F1 | — | Apr 6, 2017 | A | 96,000 | A | — | — | Common Stock | 60,000 | 96,000 | D |
| Restricted Stock UnitsF7,F8,F1 | — | Apr 6, 2017 | A | 64,000 | A | — | — | Common Stock | 40,000 | 64,000 | D |
| Restricted Stock UnitsF2,F1 | — | holding | — | — | — | — | — | Common Stock | 20,000 | 20,000 | D |
| Restricted Stock UnitsF3,F1 | — | holding | — | — | — | — | — | Common Stock | 82,270 | 82,270 | D |
| Restricted Stock UnitsF4,F1 | — | holding | — | — | — | — | — | Common Stock | 67,500 | 67,500 | D |
| Restricted Stock UnitsF5,F1 | — | holding | — | — | — | — | — | Common Stock | 18,750 | 18,750 | D |
Explanation of responses
- F1Each 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.
- F2Restricted Stock Unit award was granted on July 15, 2014. The remaining 20,000 units will vest on July 15, 2017 and July 15, 2018, provided that the Reporting Person remains in continuous service through each vest date.
- F3Restricted Stock Unit Award granted on April 12, 2016 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
- F4Restricted Stock Unit Award granted on February 22, 2016. 25% of the shares vested on March 7, 2017, with 25% more vesting on each of the first, second and third anniversaries of the initial vest date, provided that the Reporting Person remains in continuous service through each vest date.
- F5Restricted Stock Unit Award granted on March 7, 2015. Upon the achievement of certain financial metrics the grant vested with respect to 50% of the awarded stock units on March 5, 2016, and 25% of the grant on March 5, 2017, and 25% of the grant will vest on March 5, 2018, provided that the Reporting Person remains in continuous service through each vest date.
- F6Restricted Stock Unit Award granted on April 6, 2017 vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
- F7Restricted Stock Unit Award granted on April 6, 2017. These Restricted Stock Units shall vest over a three or four year period based upon continuing service and the trading price of PFMT's Common Stock during the relevant vesting period. Specifically, and subject to the vesting limitations described in the following sentence, the trading price for PFMT's shares will need to be sustained for 60 consecutive trading days for one of the following vesting thresholds to have been met: (1) $2.75 stock price for 60 consecutive trading days triggers 33% vesting; (2) $3.00 stock price for 60 consecutive trading days triggers 67% vesting; and (3) $3.25 stock price for 60 consecutive trading days triggers 100% vesting (the "Share Price Thresholds"). Upon each of the first, second, third and fourth year anniversaries of the grant date,
- F8(Continued from footnote 7) if the Share Price Thresholds have been achieved during the preceding year and assuming the grantee's continued service to PFMT (1) up to a maximum of 33% of the Restricted Stock Units will vest upon the Year 1 anniversary date; (2) up to 67% of the Restricted Stock Units will vest upon the Year 2 anniversary date; and (3) up to 100% of the Restricted Stock Units will vest upon Year 3 or Year 4 anniversary date. Restricted Stock Units that would vest solely on the basis of the share price thresholds but exceed the maximum vesting limitations for Year 1 or Year 2, will not vest until the subsequent anniversary date or dates (e.g., if the $3.25 trading price threshold is attained within the Year 1, the Restricted Stock Units will vest 33% after Year 1, 67% after Year 2 and 100% after Year 3). Linear interpolation will be applied between milestones for determining vesting on the Year 3 and Year 4 anniversary dates.