Simeon Kohl - Aug 5, 2024 Form 4 Insider Report for Performant Financial Corp (PFMT)

Signature
/s/ Rohit Ramchandani, Attorney-in-Fact for Simeon M. Kohl
Stock symbol
PFMT
Transactions as of
Aug 5, 2024
Transactions value $
$0
Form type
4
Date filed
8/7/2024, 12:06 PM
Previous filing
May 15, 2024
Next filing
Aug 15, 2024

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 $0 +158K $0.00 158K Aug 5, 2024 Common Stock 158K Direct F1, F2
transaction PFMT Restricted Stock Units Award $0 +158K +100% $0.00 316K Aug 5, 2024 Common Stock 158K Direct F1, F2, F3, F4, F5, F6
* 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 Reporting Person.
F2 Restricted Stock Unit Award was granted on August 5, 2024 (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 August 5, 2024 (the "Grant Date"). These Restricted Stock Units shall be allocated into the following three tranches: (i) Tranche 1, consisting of 52,105 Restricted Stock Units, (ii) Tranche 2, consisting of 52,105 Restricted Stock Units and (iii) Tranche 3, consisting of 53,684 Restricted Stock Units. Each Tranche shall vest upon the achievement of the applicable Target Revenue Amount during a Performance Period, and subject to Reporting Person's continuous service through each vesting date. "Target Revenue Amount" shall mean the Company's trailing twelve month Healthcare revenue for a Performance Period as reported in the Company's financial statements filed with the Securities and Exchange Committee on Form 10-K or Form 10-Q, as applicable. Each Target Revenue Amount is measured on the trailing twelve month Healthcare revenue of the Company for the preceding twelve months, measured on a quarterly basis (each, a "Performance Period").
F4 For Tranche 1, Reporting Person shall have up to three years from the Grant Date for the Company to achieve the Tranche 1 Target Revenue Amount of $135M. If the Tranche 1 Target Revenue Amount is achieved before 12 months, Reporting Person vests in the Tranche 1 RSUs at 12 months. If the Tranche 1 Target Revenue Amount is achieved in month 13 - 36, Reporting Person vests in the Tranche 1 RSUs whenever the Tranche 1 Target Revenue Amount is achieved. If the Tranche 1 Target Revenue Amount 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 Tranche 2 Target Revenue Amount of $155M. If the Tranche 2 Target Revenue Amount is achieved before 24 months, Reporting Person vests in the Tranche 2 RSUS at 24 months. If the Tranche 2 Target Revenue Amount is achieved in month 25 - 36, Reporting Person vests in the Tranche 2 RSUs whenever the Tranche 2 Target Revenue Amount is achieved. If the Tranche 2 Target Revenue Amount 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 Tranche 3 Target Revenue Amount of $175M. If the Tranche 3 Target Revenue Amount is achieved before 36 months, Reporting Person vests in the Tranche 3 RSUs at 36 months. If the Tranche 3 Target Revenue Amount is achieved in month 37 - 48, Reporting Person vests in the Tranche 3 RSUs whenever the Tranche 3 Target Revenue Amount is achieved. If the Tranche 3 Target Revenue Amount is not achieved by 48 months, the RSUs tied to Tranche 3 are forfeited.