ECMC Group, Inc. - 24 May 2021 Form 4 Insider Report for Performant Financial Corp (PHLT)

Role: 10%+ Owner
Signature: /s/ Martin Scanlon, Chief Financial Officer
Issuer symbol: PHLT
Transactions as of: 24 May 2021
Net transactions value: +$801,000
Form type: 4
Filing time: 26 May 2021, 16:53:10 UTC
Next filing: 18 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PFMT	Common Stock	Other	$801,000	+300,000	+25%	$2.67	1,485,406	24 May 2021	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PFMT	Common Stock Warrants (right to buy)	Award	$0	+515,110		$0.000000	515,110	24 May 2021	Common Stock	515,110	$0.9600	Direct	F2

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

Explanation of Responses:

Id	Content
F1	On May 24, 2021, the reporting person became entitled to receive 300,000 shares of Performant Financial Corporation ("Performant") common stock pursuant to a final settlement of an "earn out" provision in the Agreement for Purchase of LLC Membership Interests (the "Purchase Agreement") dated August 9, 2018, as amended on January 9, 2019 and May 24, 2021, by and among ECMC Holdings Corporation and Performant, pursuant to which Performant acquired all of the outstanding membership interests of Premiere Credit of North America, LLC. The number of shares constitutes a settlement of any future earn out rights under the Purchase Agreement pursuant to the Second Amendment to the Purchase Agreement dated May 24, 2021.
F2	This warrant was acquired from Performant Financial Corporation in connection with and as a condition of a credit agreement dated as of August 7, 2017, as amended, between Performant Financial Corporation and ECMC Group, Inc.

Content

On May 24, 2021, the reporting person became entitled to receive 300,000 shares of Performant Financial Corporation ("Performant") common stock pursuant to a final settlement of an "earn out" provision in the Agreement for Purchase of LLC Membership Interests (the "Purchase Agreement") dated August 9, 2018, as amended on January 9, 2019 and May 24, 2021, by and among ECMC Holdings Corporation and Performant, pursuant to which Performant acquired all of the outstanding membership interests of Premiere Credit of North America, LLC. The number of shares constitutes a settlement of any future earn out rights under the Purchase Agreement pursuant to the Second Amendment to the Purchase Agreement dated May 24, 2021.

This warrant was acquired from Performant Financial Corporation in connection with and as a condition of a credit agreement dated as of August 7, 2017, as amended, between Performant Financial Corporation and ECMC Group, Inc.