Golson Brian P. 4
4 · Performant Financial Corp · Filed Aug 17, 2012
Insider Transaction Report
Form 4
Golson Brian P.
Director10% Owner
Transactions
- 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) - Conversion
Series B Preferred Stock
2012-03-19+3,874,600→ 3,874,600 total(indirect: See footnote) - 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
2012-06-28−1,391,222→ 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) - 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
Common Stock, par value $0.0001 per share
2012-03-19+3,874,600→ 33,954,470 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) - 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 B Preferred Stock
2012-06-28+1,391,222→ 1,391,222 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. Golson 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. Golson disclaims beneficial ownership of such shares, and this report shall not be deemed an admission that Mr. Golson 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.