0000899243-21-025101.txt : 20210621 0000899243-21-025101.hdr.sgml : 20210621 20210621193504 ACCESSION NUMBER: 0000899243-21-025101 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210426 FILED AS OF DATE: 20210621 DATE AS OF CHANGE: 20210621 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PARTHENON INVESTORS II. L.P. CENTRAL INDEX KEY: 0001132655 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 211032569 BUSINESS ADDRESS: STREET 1: C/O PARTHENON CAPITAL PARTNERS STREET 2: 400 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-913-3908 MAIL ADDRESS: STREET 1: C/O PARTHENON CAPITAL PARTNERS STREET 2: 400 EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: PARTHENON INVESTORS II L P DATE OF NAME CHANGE: 20010117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PCap Partners II, LLC CENTRAL INDEX KEY: 0001311576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 211032570 BUSINESS ADDRESS: STREET 1: C/O PARTHENON CAPITAL PARTNERS STREET 2: FOUR EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-913-3908 MAIL ADDRESS: STREET 1: C/O PARTHENON CAPITAL PARTNERS STREET 2: FOUR EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PCP MANAGERS GP, LLC CENTRAL INDEX KEY: 0001666602 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 211032573 BUSINESS ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, SUITE 3610 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415) 913-3979 MAIL ADDRESS: STREET 1: FOUR EMBARCADERO CENTER, SUITE 3610 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PCap II, LLC CENTRAL INDEX KEY: 0001311577 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 211032571 BUSINESS ADDRESS: STREET 1: C/O PARTHENON CAPITAL PARTNERS STREET 2: FOUR EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-913-3908 MAIL ADDRESS: STREET 1: C/O PARTHENON CAPITAL PARTNERS STREET 2: FOUR EMBARCADERO CENTER CITY: SAN FRANCISCO STATE: CA ZIP: 94111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PCP MANAGERS, L.P. CENTRAL INDEX KEY: 0001555301 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 211032572 BUSINESS ADDRESS: STREET 1: C/O PARTHENON CAPITAL PARTNERS STREET 2: FOUR EMBARCADERO CENTER, SUITE 3610 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415-913-3908 MAIL ADDRESS: STREET 1: C/O PARTHENON CAPITAL PARTNERS STREET 2: FOUR EMBARCADERO CENTER, SUITE 3610 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER NAME: FORMER CONFORMED NAME: PCP MANAGERS, LP DATE OF NAME CHANGE: 20160209 FORMER NAME: FORMER CONFORMED NAME: PCP MANAGERS, LLC DATE OF NAME CHANGE: 20120731 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Performant Financial Corp CENTRAL INDEX KEY: 0001550695 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 200484934 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 333 NORTH CANYONS PARKWAY CITY: Livermore STATE: CA ZIP: 94551 BUSINESS PHONE: 925-960-4800 MAIL ADDRESS: STREET 1: 333 NORTH CANYONS PARKWAY CITY: Livermore STATE: CA ZIP: 94551 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-04-26 0 0001550695 Performant Financial Corp PFMT 0001666602 PCP MANAGERS GP, LLC C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO CA 94111 0 0 1 0 0001555301 PCP MANAGERS, L.P. C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO CA 94111 0 0 1 0 0001311577 PCap II, LLC C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO CA 94111 0 0 1 0 0001311576 PCap Partners II, LLC C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO CA 94111 0 0 1 0 0001132655 PARTHENON INVESTORS II. L.P. C/O PARTHENON CAPITAL PARTNERS FOUR EMBARCADERO CENTER, SUITE 3610 SAN FRANCISCO CA 94111 0 0 1 0 Common Stock, par value $0.0001 per share 2021-04-26 4 S 0 997392 2.3683 D 12503486 I See footnote Common Stock, par value $0.0001 per share 2021-06-11 4 S 0 72411 3.7715 D 12431075 I See footnote Common Stock, par value $0.0001 per share 2021-06-14 4 S 0 41866 3.7334 D 12389209 I See footnote Common Stock, par value $0.0001 per share 2021-06-15 4 S 0 28155 3.7078 D 12361054 I See footnote The reported shares are owned of record by Parthenon DCS Holdings, LLC ("DCS Holdings"). Parthenon Investors II, L.P., as the manager of DCS Holdings; PCap Partners II, LLC, as the general partner of Parthenon Investors II, L.P.; PCap II, LLC, as the managing member of PCap Partners II, LLC; PCP Managers, L.P., as the managing member of PCap II, LLC; and PCP Managers GP, LLC, as the general partner of PCP Managers, L.P. may be deemed to beneficially own the shares reported herein. The entities aforementioned, except for DCS Holdings, are referred to as the "Reporting Persons." Investment decisions, including voting and dispositive power, with respect to shares reported herein are made by the Managing Members of PCP Managers GP, LLC, who act by majority vote. Each of the Reporting Persons, as well as the Managing Members of PCP Managers GP, LLC, disclaims beneficial ownership of the shares reported herein, and this report shall not be deemed an admission that the Reporting persons or the Managing Members of PCP Managers GP, LLC are the beneficial owners of such shares for the purpose of Section 16 or for any other purpose, except, in each case, to the extent of each such Reporting Person's or Managing Member's pecuniary interest therein. PCP Managers GP, LLC, by /s/ Paul Marnoto, General Counsel, Chief Compliance Officer 2021-06-21 PCP Managers, L.P., by PCP Managers GP, LLC, its General Partner, by /s/ Paul Marnoto, General Counsel, Chief Compliance Officer 2021-06-21 PCap II, LLC, by PCP Managers, L.P., its Managing Member, by PCP Managers GP, LLC, its General Partner, by /s/ Paul Marnoto, General Counsel, Chief Compliance Officer 2021-06-21 PCap Partners II, LLC, by PCap II, LLC, its Managing Member, by PCP Managers, L.P., its Managing Member, by PCP Managers GP, LLC, its General Partner, by /s/ Paul Marnoto, General Counsel, Chief Compliance Officer 2021-06-21 Parthenon Investors II, L.P., by PCap Partners II, LLC, its General Partner, by PCap II, LLC, its Managing Member, by PCP Managers, L.P. its Managing Member, by PCP Managers GP, LLC, its General Partner, by /s/ Paul Marnoto, General Counsel, CCO 2021-06-21 EX-24 2 attachment1.htm EX-24 DOCUMENT

                               POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that each of the undersigned hereby makes,
constitutes and appoints Joseph C. Taveira and Jake Vaughey, signing singly, the
undersigned's true and lawful attorneys-in-fact, with full power and authority
as hereinafter described on behalf of and in the name, place and stead of the
undersigned to:

     (i)   execute for and on behalf of the undersigned, in the undersigned's
capacity as beneficial owner of shares of common stock (the "Shares") of
Performant Financial Corporation, a Delaware corporation (the "Company"), any
Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits
thereto (including any joint filing agreements) required to be filed by the
undersigned under Section 13 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (the "Exchange Act"), and
any Forms 3, 4, and 5 and any amendments, supplements or exhibits thereto
required to be filed by the undersigned under Section 16(a) of the Exchange Act;

     (ii)   do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Schedule
13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United
States Securities and Exchange Commission and any stock exchange on which the
Shares are then listed; and

     (iii)   take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorneys-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorneys-in-fact may approve in
such attorneys-in-fact's discretion.

     The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 13 and Section 16 of the
Exchange Act.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                   * * * * *


     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 21st day of June 2021.


                                     Parthenon DCS Holdings, LLC

                                     By: Parthenon Investors II, L.P., its
                                     Manager

                                     By: PCap Partners II, LLC, its General
                                     Partner

                                     By: PCap II, LLC, its Managing Member

                                     By: PCP Managers, L.P., its Managing Member

                                     By: PCP Managers GP, LLC, its General
                                     Partner

                                     By:  /s/ Paul Marnoto
                                     -------------------------------
                                     Paul Marnoto
                                     General Counsel, Chief Compliance Officer


                                     Parthenon Investors II, L.P.

                                     By:  PCap Partners II, LLC, its General
                                     Partner

                                     By: PCap II, LLC, its Managing Member

                                     By: PCP Managers, L.P., its Managing Member

                                     By: PCP Managers GP, LLC, its General
                                     Partner

                                     By:  /s/ Paul Marnoto
                                     -------------------------------
                                     Paul Marnoto
                                     General Counsel, Chief Compliance Officer


                                     PCap Partners II, LLC

                                     By: PCap II, LLC, its Managing Member

                                     By: PCP Managers, L.P., its Managing Member

                                     By: PCP Managers GP, LLC, its General
                                     Partner

                                     By:  /s/ Paul Marnoto
                                     -------------------------------
                                     Paul Marnoto
                                     General Counsel, Chief Compliance Officer


                                     PCap II, LLC

                                     By: PCP Managers, L.P., its Managing Member

                                     By: PCP Managers GP, LLC, its General
                                     Partner

                                     By:  /s/ Paul Marnoto
                                     -------------------------------
                                     Paul Marnoto
                                     General Counsel, Chief Compliance Officer


                                     PCP Managers, L.P.

                                     By: PCP Managers GP, LLC, its General
                                     Partner

                                     By:  /s/ Paul Marnoto
                                     -------------------------------
                                     Paul Marnoto
                                     General Counsel, Chief Compliance Officer


                                     PCP Managers GP, LLC

                                     By:  /s/ Paul Marnoto
                                     -------------------------------
                                     Paul Marnoto
                                     General Counsel, Chief Compliance Officer