Correspondence

0001193125-12-340533.txt : 20121011 0001193125-12-340533.hdr.sgml : 20121011 20120807143956 ACCESSION NUMBER: 0001193125-12-340533 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120807 FILER: 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: CORRESP BUSINESS ADDRESS: STREET 1: 333 North Cayons Parkway CITY: Livermore STATE: CA ZIP: 94551 BUSINESS PHONE: 925-960-4800 MAIL ADDRESS: STREET 1: 333 North Cayons Parkway CITY: Livermore STATE: CA ZIP: 94551 CORRESP 1 filename1.htm Correspondence

August 7, 2012

Mr. Spirgel

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Re:	Performant Financial Corporation (the “Registrant”)

Registration Statement on Form S-1

Registration File No. 333-182529

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise that between July 23, 2012 and August 2, 2012, 2,100 copies of the Preliminary Prospectus dated July 23, 2012 were distributed as follows: 1,200 to prospective underwriters, 887 to institutional investors, 0 to prospective dealers, and 13 to others.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 3:00 p.m. Washington, D.C. time on Thursday, August 9, 2012, or as soon thereafter as practicable.

Very truly yours,

MORGAN STANLEY & CO. LLC

GOLDMAN, SACHS & CO.

As representatives of the

Prospective Underwriters


MORGAN STANLEY & CO. LLC

By:		/s/ John D. Tyree
		Name: John D. Tyree
		Title: Managing Director

GOLDMAN, SACHS & CO.

By:		/s/ Goldman, Sachs & Co.
		(Goldman, Sachs & Co.)