4//SEC Filing
KESSINGER WILLIAM C 4
Accession 0001181431-12-046487
CIK 0001550695other
Filed
Aug 16, 8:00 PM ET
Accepted
Aug 17, 8:48 PM ET
Size
25.9 KB
Accession
0001181431-12-046487
Insider Transaction Report
Form 4
KESSINGER WILLIAM C
Director10% Owner
Transactions
- Conversion
Series A Convertible Preferred Stock
2012-03-19−3,874,600→ 1,391,222 total(indirect: See footnote)→ Series B Preferred Stock (3,874,600 underlying) - Conversion
Series A Convertible Preferred Stock
2012-03-19−3,874,600→ 1,391,222 total(indirect: See footnote)→ Common Stock (3,874,600 underlying) - Conversion
Series A Convertible Preferred Stock
2012-06-28−1,391,222→ 0 total(indirect: See footnote)→ Common Stock (1,391,222 underlying) - Conversion
Series B Preferred Stock
2012-03-19+3,874,600→ 3,874,600 total(indirect: See footnote) - Conversion
Common Stock, par value $0.0001 per share
2012-03-19+3,874,600→ 33,954,470 total(indirect: See footnote) - Conversion
Series B Preferred Stock
2012-06-28+1,391,222→ 1,391,222 total(indirect: See footnote) - Sale
Common Stock, par value $0.0001 per share
2012-08-15$8.37/sh−4,830,282$40,429,460→ 30,515,410 total(indirect: See footnote) - Disposition to Issuer
Series B Preferred Stock
2012-03-19−3,874,600→ 0 total(indirect: See footnote) - Disposition to Issuer
Series B Preferred Stock
2012-06-28−1,391,222→ 0 total(indirect: See footnote) - Sale
Common Stock, par value $0.0001 per share
2012-08-17$8.37/sh−1,096,978$9,181,706→ 29,418,432 total(indirect: See footnote) - Conversion
Series A Convertible Preferred Stock
2012-06-28−1,391,222→ 0 total(indirect: See footnote)→ Series B Preferred Stock (1,391,222 underlying) - Conversion
Common Stock, par value $0.0001 per share
2012-06-28+1,391,222→ 35,345,692 total(indirect: See footnote)
Footnotes (2)
- [F1]The reported shares are owned of record by Parthenon DCS Holdings, LLC ("DCS Holdings"). PCP Managers, LLC is the managing member of PCAP II, LLC, which is the managing member of PCAP Partners II, LLC, which is the general partner of Parthenon Investors II, L.P., which is the manager of DCS Holdings. Mr. Kessinger is a Managing Member of PCP Managers, LLC and a Managing Director of Parthenon Capital Partners, a private equity firm and affiliate of PCAP Partners II, LLC, and therefore may be deemed to beneficially own the shares owned of record by DCS Holdings. Mr. Kessinger disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Kessinger is the beneficial owner of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of his pecuniary interest therein.
- [F2]On March 19, 2012 and June 28, 2012, DCS Holdings converted each share of Series A Convertible Preferred Stock into (i) one share of Series B Preferred Stock and (ii) one share of Common Stock. The Series A Convertible Preferred Stock was convertible by DCS Holdings into Series B Preferred Stock and Common Stock at any time and had no expiration date. The Series B Preferred Stock was immediately redeemed by the issuer at a price equal to the liquidation value thereof plus all accumulated or accrued but unpaid dividends thereon. The number of shares of Series A Convertible Preferred Stock, Series B Preferred Stock and Common Stock reported in Columns 5, 7 and 9 of Table II reflects a 2-for-1 stock split of the issuer's common shares that became effective on July 26, 2012.
Documents
Issuer
Performant Financial Corp
CIK 0001550695
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001082687
Filing Metadata
- Form type
- 4
- Filed
- Aug 16, 8:00 PM ET
- Accepted
- Aug 17, 8:48 PM ET
- Size
- 25.9 KB