4//SEC Filing
Yanagi Eric 4
Accession 0001209191-20-027650
CIK 0001550695other
Filed
May 6, 8:00 PM ET
Accepted
May 7, 4:09 PM ET
Size
9.4 KB
Accession
0001209191-20-027650
Insider Transaction Report
Form 4
Yanagi Eric
Director
Transactions
- Other
Common Stock, $0.0001 par value
2020-05-05+98,749→ 230,415 total - Other
Common Stock, $0.0001 par value
2020-05-05+131,666→ 131,666 total
Holdings
- 3,479,615(indirect: See footnote)
Common Stock, $0.0001 par value
Footnotes (3)
- [F1]Represents the Reporting Person's acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Yanagi in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's common stock, and the RSUs will vest in four equal annual installments over a four year period, or upon a change of control. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Yanagi has no direct pecuniary interest in such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
- [F2]Represents the Reporting Person's acquisition of an indirect pecuniary interest in restricted stock units ("RSUs") granted by the issuer to Mr. Yanagi in accordance with Rule 16b-3(d) (as described in transaction code "A") as compensation for serving as a member of the issuer's board of directors. Each RSU represents the right to receive one share of the issuer's common stock, and the RSUs will vest on the earlier of the issuer's 2021 annual meeting of stockholders or a change of control. Pursuant to a pre-existing contractual obligation, Mill Road Capital Management, LLC, an affiliate of the Reporting Persons that does not have Section 13(d) beneficial ownership of any securities of the issuer, has the right to receive the economic benefit of the reported shares and, accordingly, Mr. Yanagi has no direct pecuniary interest in such shares. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
- [F3]The shares reported are directly held by Mill Road Capital II, L.P. (the "Fund"). Mr. Yanagi is a management committee director of Mill Road Capital II GP LLC (the "GP"), which is the sole general partner of the Fund and has sole authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares on behalf of the Fund. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein, if any.
Documents
Issuer
Performant Financial Corp
CIK 0001550695
Entity typeother
Related Parties
1- filerCIK 0001789758
Filing Metadata
- Form type
- 4
- Filed
- May 6, 8:00 PM ET
- Accepted
- May 7, 4:09 PM ET
- Size
- 9.4 KB