SEC Form 4 · accession 0000899243-17-016793
Performant Financial Corp · PFMT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ian Johnston
Officer — See Remarks
Period of report
Jun 18, 2017
Accepted (ET)
Jun 20, 2017 · 7:50 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001550695
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.0001 per share | Jun 18, 2017 | M | 15,000 | $0.00 | A | 39,121 | D | |
| Common Stock, par value $0.0001 per shareF1 | Jun 18, 2017 | F | 5,502 | $2.52 | D | 33,619 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF7,F3 | — | Jun 18, 2017 | M | 15,000 | D | — | — | Common Stock | 30,000 | 30,000 | D |
| Non-Qualified Stock OptionsF4,F2 | — | holding | — | — | — | — | — | Common Stock | 54,979 | 54,979 | D |
| Restricted Stock UnitsF5,F3 | — | holding | — | — | — | — | — | Common Stock | 6,250 | 6,250 | D |
| Performance Stock UnitsF6,F3 | — | holding | — | — | — | — | — | Common Stock | 5,750 | 5,750 | D |
| Restricted Stock UnitsF8,F3 | — | holding | — | — | — | — | — | Common Stock | 33,750 | 33,750 | D |
| Restricted Stock UnitsF9,F3 | — | holding | — | — | — | — | — | Common Stock | 60,000 | 60,000 | D |
Explanation of responses
- F1Shares surrendered to pay tax liability due on vesting of Restricted Stock Units.
- F2The exercise price of each non-qualified stock option is $10.60.
- F3Each restricted stock unit and performance 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.
- F4The Stock Option award was granted on 08/10/2012 and expires on 08/10/2022. The option award vests as to 1/5th of the total number of shares subject to the option 12 months after the vesting commencement date, and the remaining shares vest at a rate of 1/60th of the total number of shares subject to the option each month thereafter provided that the Reporting Person remains in continuous service through each vest date.
- F5Restricted Stock Unit award was granted on 08/13/2014 and expires on 08/13/2024. The restricted stock unit award 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.
- F6Performance Stock Unit award was granted on 03/17/2015 and expires on 03/17/2025. The performance stock award vested as to 50% of the covered shares on 03/17/2016 and as to 25% of the covered shares on 03/17/2017 and will vest as to 25% of the covered shares on 03/17/2018.
- F7Restricted Stock Unit award was granted on 06/18/2015 and expires on 06/18/2025. 25% of the shares vested on 06/18/2016 and 25% of the shares vested on 06/18/2017, with 25% more vesting on each of the third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
- F8Restricted Stock Unit award was granted on 02/22/2016 and expires on 02/22/2026. The restricted stock unit award 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.
- F9Restricted Stock Unit award was granted on 04/06/2017 and expires on 04/06/2027. The restricted stock unit award 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.
Remarks
Vice President and Chief Accounting Officer