Ian Johnston - May 13, 2022 Form 4 Insider Report for Performant Financial Corp (PFMT)

Signature
/s/ Ian A. Johnston
Stock symbol
PFMT
Transactions as of
May 13, 2022
Transactions value $
-$36,226
Form type
4
Date filed
5/17/2022, 07:44 PM
Previous filing
Nov 17, 2021
Next filing
Aug 10, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PFMT Common Stock, par value $0.0001 per share Options Exercise $0 +11.9K +6.77% $0.00 187K May 13, 2022 Direct
transaction PFMT Common Stock, par value $0.0001 per share Tax liability -$10.7K -4.81K -2.57% $2.22 182K May 17, 2022 Direct F1
transaction PFMT Common Stock, par value $0.0001 per share Options Exercise $0 +11.3K +6.16% $0.00 194K May 13, 2022 Direct
transaction PFMT Common Stock, par value $0.0001 per share Tax liability -$9.1K -4.1K -2.12% $2.22 190K May 17, 2022 Direct F1
transaction PFMT Common Stock, par value $0.0001 per share Options Exercise $0 +20K +10.52% $0.00 210K May 13, 2022 Direct
transaction PFMT Common Stock, par value $0.0001 per share Tax liability -$16.4K -7.41K -3.53% $2.22 202K May 17, 2022 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 Restricted Stock Units Options Exercise $0 -11.9K -100% $0.00* 0 May 13, 2022 Common Stock 11.9K Direct F2, F3
transaction PFMT Restricted Stock Units Options Exercise $0 -11.3K -50% $0.00 11.3K May 13, 2022 Common Stock 11.3K Direct F2, F4
transaction PFMT Restricted Stock Units Options Exercise $0 -20K -66.5% $0.00 10.1K May 13, 2022 Common Stock 20K Direct F2, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares of common stock were sold to satisfy the Reporting Person's tax withholding obligations in connection with the vesting of Restricted Stock Units. These shares of common stock were sold pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 7, 2021.
F2 Each restricted stock unit represents a contingent right to receive one share of PFMT's common stock. The units were awarded at no cost to the Reporting Person.
F3 Restricted Stock Unit award was granted on March 29, 2018. 25% of the shares vested on May 10, 2019, 25% of the shares vested on May 18, 2020, 25% of the shares vested on May 18, 2021, with the final 25% of the shares vesting on May 13, 2022, the first day of the current open trading window immediately following the fourth anniversary of the grant date.
F4 Restricted Stock Unit award was granted on May 2, 2019. The restricted stock unit award vested at a rate of 25% annually on the first and second anniversaries of April 29, 2019, with the third 25% of the shares vesting on May 13, 2022, the first day of the current open trading window immediately following the anniversary of the grant date, and the final 25% vesting on the first day of the open trading window immediately following the fourth anniversary of the grant date provided that the Reporting Person remains in continuous service through the final vest date.
F5 Restricted Stock Unit award was granted on May 2, 2019. These Restricted Stock Units vest over a nearly four year period from the grant date based upon continuing service and the trading price of PFMT's Common Stock during the relevant vesting period. Specifically, the number of Restricted Stock Units reported is due to the achievement of the trading price for PFMT's shares being sustained for 60 consecutive trading days at or above $3.75 per share during the preceding year, which triggered the vesting of 66.5% of the original Restricted Stock Unit award on May 13, 2022, the first day of the current open trading window immediately following the third anniversary of the grant date.

Remarks:

Vice President and Chief Accounting Officer