Eric Yanagi - Jan 19, 2024 Form 4 Insider Report for Performant Financial Corp (PFMT)

Role: Director
Signature: /s/ Eric Yanagi
Stock symbol: PFMT
Transactions as of: Jan 19, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/23/2024, 04:35 PM
Previous filing: Aug 30, 2022
Next filing: Aug 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PFMT	Common Stock, $0.0001 par value	Other	$0	+27.7K	+9.8%	$0.00	310K	Jan 19, 2024	Direct	F2
holding	PFMT	Common Stock, $0.0001 par value						3.26M	Jan 19, 2024	See footnote	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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, 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.
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 2024 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 Person 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.

Content

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, 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.

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 2024 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 Person 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.