Rohit Ramchandani - May 5, 2023 Form 3 Insider Report for Performant Financial Corp (PFMT)

Role: Chief Financial Officer
Signature: /s/ Ian A. Johnston, Attorney-in-Fact for Rohit Ramchandani
Stock symbol: PFMT
Transactions as of: May 5, 2023
Transactions value $: $0
Form type: 3
Date filed: 5/9/2023, 09:13 PM
Next filing: May 18, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	PFMT	Common Stock						128K	May 5, 2023	Direct

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
holding	PFMT	Non-Qualified Stock Options							May 5, 2023	Common Stock	10K	$3.57	Direct	F1
holding	PFMT	Non-Qualified Stock Options							May 5, 2023	Common Stock	10K	$1.74	Direct	F2
holding	PFMT	Restricted Stock Units							May 5, 2023	Common Stock	7.63K	$0.00	Direct	F3, F4
holding	PFMT	Restricted Stock Units							May 5, 2023	Common Stock	20K	$0.00	Direct	F4, F5
holding	PFMT	Restricted Stock Units							May 5, 2023	Common Stock	46.6K	$0.00	Direct	F4, F6
holding	PFMT	Restricted Stock Units							May 5, 2023	Common Stock	92.7K	$0.00	Direct	F4, F7
holding	PFMT	Restricted Stock Units							May 5, 2023	Common Stock	108K	$0.00	Direct	F4, F8
holding	PFMT	Restricted Stock Units							May 5, 2023	Common Stock	108K	$0.00	Direct	F4, F9, F10, F11, F12, F13

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

Explanation of Responses:

Id	Content
F1	The Stock Option award was granted on 03/17/2015. The option award vested as to 1/4th of the total number of shares subject to the option 12 months after the vesting commencement date, and the remaining shares vested at a rate of 1/48th of the total number of shares subject to the option each month thereafter. The options are fully vested.
F2	The Stock Option award was granted on 02/22/2016. The option award vested as to 1/4th of the total number of shares subject to the option 12 months after the vesting commencement date, and the remaining shares vested at a rate of 1/48th of the total number of shares subject to the option each month thereafter. The options are fully vested.
F3	Restricted Stock Unit award was granted on 05/02/2019, vesting at a rate of 25% annually, with the final 25% vesting on the date of the next open trading window following the fourth anniversary of 05/02/2019, provided that the Reporting Person remains in continuous service through each vest date.
F4	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 Reporting Person.
F5	The restricted stock unit award was granted on 07/30/2020, and vests at a rate of one-third annually, with the final third vesting on the date of the next open trading window following the third anniversary of April 29, 2020, provided that the Reporting Person remains in continuous service through each vest date.
F6	The restricted stock unit award was granted on 08/13/2021, and vests at a rate of 25% annually, with 25% vesting on the second, third and fourth anniversary of August 14, 2021, provided that the Reporting Person remains in continuous service through each vest date.
F7	Restricted Stock Unit award was granted on 08/08/2022. The restricted stock unit award vests at a rate of 25% annually on the first, second, third, and fourth anniversaries of August 15, 2022, provided that the Reporting Person remains in continuous service through each vest date.
F8	Restricted Stock Unit Award was granted on May 5, 2023 (the "Grant Date"). The Restricted Stock Units will vest in four equal installments on the first day of the next open trading window immediately following the first, second, third and fourth anniversaries of the Grant Date provided that the Reporting Person remains in continuous service through each vest date, and vesting in full upon a Change in Control (as defined in PFMT's 2012 Stock Incentive Plan (the "Stock Plan").
F9	Restricted Stock Unit Award was granted on May 5, 2023 (the "Grant Date"). These Restricted Stock Units shall vest over a four year period based upon continuous service through each vesting date and the trading price of the Company's Common Stock during the relevant vesting period. Specifically, and subject to the vesting limitations described below, the trading price for Company's shares will need to be sustained for 60 consecutive trading days for one of the following vesting thresholds to have been met. Target Stock Price Hurdles are increases by year of +25%, +50%, +75%, and +100% versus initial stock price based on 60-day VWAP of $3.16 per share of one share on the Grant Date in each of the four years following the Grant Date.
F10	The vesting for the Restricted Stock Units and associated Stock Price Hurdles will be allocated into the following four tranches: (i) Tranche 1, 25% Vesting Percentage, $3.95 Stock Price Hurdle; (ii) Tranche 2, 50% Vesting Percentage, $4.74 Stock Price Hurdle; (iii) Tranche 3, 75% Vesting Percentage, $5.52 Stock Price Hurdle; and (iv) Tranche 4, 100% Vesting Percentage, $6.31 Stock Price Hurdle. The Restricted Stock Units within each Tranche will vest in accordance with the following: For Tranche 1, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 12 months, Reporting Person vests in the Tranche 1 RSUs at 12 months. If the Stock Price Hurdle is achieved in month 13 - 36, Reporting Person vests in the Tranche 1 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 36 months, the RSUs tied to Tranche 1 are forfeited.
F11	For Tranche 2, Reporting Person shall have up to three years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 24 months, Reporting Person vests in the Tranche 2 RSUS at 24 months. If the Stock Price Hurdle is achieved in month 25 - 36, Reporting Person vests in the Tranche 2 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 36 months, the RSUs tied to Tranche 2 are forfeited.
F12	For Tranche 3, Reporting Person shall have up to four years to achieve the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 36 months, Reporting Person vests in the Tranche 3 RSUs at 36 months. If the Stock Price Hurdle is achieved in month 37 - 48, Reporting Person vests in the Tranche 3 RSUs whenever the Stock Price Hurdle is achieved. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 3 are forfeited.
F13	For Tranche 4, Reporting Person shall have up to four years to hit the Stock Price Hurdle. If the Stock Price Hurdle is achieved before 48 months, Reporting Person vests in the Tranche 4 RSUs 48 months. If the Stock Price Hurdle is not achieved by 48 months, the RSUs tied to Tranche 4 are forfeited.