Simeon Kohl - May 5, 2023 Form 4 Insider Report for Performant Financial Corp (PFMT)

Signature
/s/ Ian A. Johnston, Attorney-in-Fact for Simeon M. Kohl
Stock symbol
PFMT
Transactions as of
May 5, 2023
Transactions value $
$0
Form type
4
Date filed
5/9/2023, 09:20 PM
Previous filing
Aug 16, 2022
Next filing
May 18, 2023

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 Award +183K 183K May 5, 2023 Common Stock 183K Direct F1, F2
transaction PFMT Restricted Stock Units Award +183K +100% 367K May 5, 2023 Common Stock 183K Direct F1, F2, F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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").
F3 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.
F4 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.
F5 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.
F6 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.
F7 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.