0001315863-20-000087.txt : 20200121 0001315863-20-000087.hdr.sgml : 20200121 20200121154559 ACCESSION NUMBER: 0001315863-20-000087 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200121 DATE AS OF CHANGE: 20200121 GROUP MEMBERS: PHIL FROHLICH GROUP MEMBERS: PRESCOTT GROUP AGGRESSIVE SMALL CAP II, L.P. GROUP MEMBERS: PRESCOTT GROUP AGGRESSIVE SMALL CAP MASTER FUND, G.P. GROUP MEMBERS: PRESCOTT GROUP AGGRESSIVE SMALL CAP, L.P. SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87238 FILM NUMBER: 20536331 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PRESCOTT GROUP CAPITAL MANAGEMENT, L.L.C. CENTRAL INDEX KEY: 0001166152 IRS NUMBER: 731554000 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1924 SOUTH UTICA STREET 2: SUITE 1120 CITY: TULSA STATE: OK ZIP: 74104-6429 BUSINESS PHONE: 918-747-3412 MAIL ADDRESS: STREET 1: 1924 SOUTH UTICA STREET 2: SUITE 1120 CITY: TULSA STATE: OK ZIP: 74104-6429 FORMER COMPANY: FORMER CONFORMED NAME: PRESCOTT GROUP CAPITAL MANAGEMENT LLC DATE OF NAME CHANGE: 20020128 SC 13G/A 1 sc_13ga_performant.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Amendment No. 5)
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
Performant Financial Corporation
(Name of Issuer)
Common Stock, par value $.0001 per share
(Title of Class of Securities)
71377E105
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☒ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)




CUSIP No.  71377E105
 
  
 
 
 
  1 
 
NAME OF REPORTING PERSONS
 
Prescott Group Capital Management, L.L.C.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Oklahoma
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  5
  
SOLE VOTING POWER
 
8,289,594
  
  6
  
SHARED VOTING POWER
 
0
  
  7
  
SOLE DISPOSITIVE POWER
 
8,289,594
  
  8
  
SHARED DISPOSITIVE POWER
 
0
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,289,594
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
☐
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
15.4%**
12
 
TYPE OF REPORTING PERSON*
 
IA
 
*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4.
 



CUSIP No. 71377E105
  
 
  
 
 
  1 
 
NAME OF REPORTING PERSONS
 
Prescott Group Aggressive Small Cap, L.P.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Oklahoma
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  5
  
SOLE VOTING POWER
 
0
  
  6
  
SHARED VOTING POWER
 
8,289,594
  
  7
  
SOLE DISPOSITIVE POWER
 
0
  
  8
  
SHARED DISPOSITIVE POWER
 
8,289,594
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,289,594 
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
☐
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
15.4%**
12
 
TYPE OF REPORTING PERSON*
 
PN
 
 
*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4.
 



CUSIP No. 71377E105
  
 
  
 
 
  1 
 
NAME OF REPORTING PERSONS
 
Prescott Group Aggressive Small Cap II, L.P.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Oklahoma
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  5
  
SOLE VOTING POWER
 
0
  
  6
  
SHARED VOTING POWER
 
8,289,594
  
  7
  
SOLE DISPOSITIVE POWER
 
0
  
  8
  
SHARED DISPOSITIVE POWER
 
8,289,594
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,289,594
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
☐
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
15.4%**
12
 
TYPE OF REPORTING PERSON*
 
PN

*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4.
 



CUSIP No. 71377E105
  
 
  
 
 
  1 
 
NAME OF REPORTING PERSONS
 
Prescott Group Aggressive Small Cap Master Fund, G.P.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
State of Oklahoma
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  5
  
SOLE VOTING POWER
 
0
  
  6
  
SHARED VOTING POWER
 
8,289,594
  
  7
  
SOLE DISPOSITIVE POWER
 
0
  
  8
  
SHARED DISPOSITIVE POWER
 
8,289,594
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,289,594
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
☐
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
15.4%**
12
 
TYPE OF REPORTING PERSON*
 
PN
 
SEE INSTRUCTIONS BEFORE FILLING OUT
SEE ITEM 4.


CUSIP No. 71377E105
  
 
  
 
 
  1 
 
NAME OF REPORTING PERSONS
 
Phil Frohlich
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ☐        (b)  ☐
 
  3
 
SEC USE ONLY
 
  4
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
U.S. Citizen
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  5
  
SOLE VOTING POWER
 
8,289,594
  
  6
  
SHARED VOTING POWER
 
0
  
  7
  
SOLE DISPOSITIVE POWER
 
8,289,594
  
  8
  
SHARED DISPOSITIVE POWER
 
0
9
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
8,289,594
10
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
☐
11
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
15.4%**
12
 
TYPE OF REPORTING PERSON*
 
IN, HC

*
SEE INSTRUCTIONS BEFORE FILLING OUT
**
SEE ITEM 4.
 


AMENDMENT NO. 5 TO SCHEDULE 13G
This Amendment No. 5 (this “Amendment”) to the Schedule 13G (the “Schedule 13G”) is being filed on behalf of Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership (“Prescott Small Cap II”, and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership (“Master Fund”) and Mr. Phil Frohlich, the principal of Prescott Capital, relating to Common Stock, par value $.0001 per share (the “Common Stock”), of Performant Financial Corporation, a Delaware corporation (the “Issuer”).
This Amendment relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 8,289,594 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 8,289,594 shares of Common Stock held by the Master Fund.
This Amendment amends and restates the Schedule 13G as follows.
 
Item 1(a)
     Name of Issuer.
Performant Financial Corporation (the “Issuer”)
 
Item 1(b)
     Address of Issuer’s Principal Executive Offices.
333 North Canyons Parkway
Livermore, California 94551

Item 2(a)
     Name of Person Filing.
Prescott Group Capital Management, L.L.C. (“Prescott Capital”), Prescott Group Aggressive Small Cap, L.P. (“Prescott Small Cap”), Prescott Group Aggressive Small Cap II, L.P. (“Prescott Small Cap II” and, together with Prescott Small Cap, the “Small Cap Funds”), Prescott Group Aggressive Small Cap Master Fund, G.P. (“Master Fund”) and Mr. Phil Frohlich.

Item 2(b)
     Address of Principal Business Office, or, if none, Residence.
1924 South Utica, Suite 1120
Tulsa, Oklahoma 74104
 
Item 2(c)
     Citizenship or Place of Organization.

Prescott Capital is an Oklahoma limited liability company. The Small Cap Funds are Oklahoma limited partnerships. The Master Fund is an Oklahoma general partnership.  Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen.

Item 2(d)
     Title of Class of Securities.
Common Stock, par value $.0001 per share (the “Common Stock”).

Item 2(e)
      CUSIP Number.
71377E105
 
Item 3
     Reporting Person.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:
 
 
 
 
 
 
 
 
 
            
 
(a)
 
☐
  
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
 
 
 
 
 
 
(b)
 
☐
  
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
 
 
 
 
 
 
(c)
 
☐
  
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
 
 
 
 
 
 
(d)
 
☐
  
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
 
 
 
 
 
 
(e)
 
☒
  
An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E).
 
 
 
 
 
 
 
 
(f)
 
☐
  
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
 
 
 
 
 
 
 
(g)
 
☒
  
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
 
 
 
 
 
 
 
(h)
 
☐
  
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
 
 
 
 
 
 
(i)
 
☐
  
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
 
 
 
 
 
 
 
(j)
 
☐
  
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
 
 
 
 
 
 
 
 
(k)
 
☐
 
Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____.
 

Item 4
     Ownership.
 
 
(a)
Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 8,289,594 shares of Common Stock.
 
 
(b)
Each of Prescott Capital, the Small Cap Funds, the Master Fund and Mr. Phil Frohlich are the beneficial owners of 15.4% of the outstanding shares of Common Stock. This percentage is determined by dividing 8,289,594 by 53,899,601, the number of shares of Common Stock outstanding as of December 18, 2019, as reported in the Issuer’s Form S-3 filed with the Securities and Exchange Commission on December 20, 2019.
 
 
(c)
Prescott Capital, as the general partner and investment manager of the Small Cap Funds, the general partners of the Master Fund, may direct the Small Cap Funds to direct the voting and disposition of the 8,289,594 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich may direct the voting and disposition of the 8,289,594 shares of Common Stock held by the Master Fund.
 
Item 5
     Ownership of Five Percent or Less of a Class.
Inapplicable.
 
Item 6
     Ownership of More Than Five Percent on Behalf of Another Person.
Inapplicable.
 
Item 7
     Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
Inapplicable.
 
Item 8
     Identification and Classification of Members of the Group.
Inapplicable.
 
Item 9
     Notice of Dissolution of Group.
Inapplicable.
 
Item 10
    Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 21, 2020
 
 
 
Prescott Group Capital Management, L.L.C.
 
 
By:
 
/s/ Phil Frohlich
 
 
PHIL FROHLICH, Managing Member
 
 
Prescott Group Aggressive Small Cap, L.P.
 
 
By:
 
Prescott Group Capital Management, L.L.C.,
its general partner
 
 
By:
 
/s/ Phil Frohlich
 
 
PHIL FROHLICH, Managing Member
 
 
Prescott Group Aggressive Small Cap II, L.P.
 
 
By:
 
Prescott Group Capital Management, L.L.C.,
its general partner
 
 
 
By:
 
/s/ Phil Frohlich
 
 
PHIL FROHLICH, Managing Member



















 
 
Prescott Group Aggressive Small Cap Master Fund, G.P.
 
 
By:
 
Prescott Group Aggressive Small Cap, L.P.,
general partner
 
 
 
By:
 
Prescott Group Aggressive Small Cap II, L.P.,
general partner
 
 

By:
 
Prescott Group Capital Management, L.L.C.,
general partner
     
By:
  /s/ Phil Frohlich
    PHIL FROHLICH, Managing Member
     
    /s/ Phil Frohlich
    Phil Frohlich