4//SEC Filing
KESSINGER WILLIAM C 4
Accession 0001181431-13-023699
CIK 0001550695other
Filed
Apr 25, 8:00 PM ET
Accepted
Apr 26, 9:03 PM ET
Size
12.1 KB
Accession
0001181431-13-023699
Insider Transaction Report
Form 4
KESSINGER WILLIAM C
Director10% Owner
Transactions
- Gift
Common Stock, par value $0.0001 per share
2013-04-25−2,400→ 0 total - Sale
Common Stock, par value $0.0001 per share
2013-04-24$11.49/sh−5,000,000$57,450,000→ 17,729,424 total(indirect: See footnote) - Other
Common Stock, par value $0.0001 per share
2013-04-24−35,600→ 17,690,224 total(indirect: See footnote) - Gift
Common Stock, par value $0.0001 per share
2013-04-24−1,200→ 2,400 total
Holdings
- 3,600
Common Stock, par value $0.0001 per share
Footnotes (4)
- [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 ("PCap"), which is the managing member of PCap Partners II, LLC ("PCap Partners"), which is the general partner of Parthenon Investors II, L.P. ("Parthenon Investors"), 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, 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]Reflects a pro rata distribution of 39,200 shares of common stock of the issuer by DCS Holdings, the record owner of the shares, to Parthenon Investors on April 24, 2013 (the "DCS Holdings Distribution"). Following the DCS Holdings Distribution and on the same day, Parthenon Investors further distributed (on a pro rata basis) all 39,200 shares to PCap Partners (the "Parthenon Investors Distribution"). Following the Parthenon Investors Distribution and on the same day, PCap Partners further distributed (on a pro rata basis) all 39,200 shares to certain of its members, including Mr. Kessinger and PCap (the "PCap Partners Distribution"). (continued in footnote 3)
- [F3]Following the PCap Partners Distribution and on the same day, PCap further distributed (on a pro rata basis) the 30,000 shares it received from PCap Partners to one of its members (such distribution, collectively with the DCS Holdings Distribution, the Parthenon Investors Distribution and the PCap Partners Distribution, the "Distributions"). The Distributions were made to facilitate charitable contributions of the reported shares by certain indirect holders of interests in DCS Holdings, including Mr. Kessinger.
- [F4]Represents shares of common stock of the issuer received by Mr. Kessinger pursuant to the Distributions. In previous reports, Mr. Kessinger reported indirect beneficial ownership of these shares, which were previously held of record by DCS Holdings.
Documents
Issuer
Performant Financial Corp
CIK 0001550695
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001082687
Filing Metadata
- Form type
- 4
- Filed
- Apr 25, 8:00 PM ET
- Accepted
- Apr 26, 9:03 PM ET
- Size
- 12.1 KB