0001550695-19-000030.txt : 20190506 0001550695-19-000030.hdr.sgml : 20190506 20190506204752 ACCESSION NUMBER: 0001550695-19-000030 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190502 FILED AS OF DATE: 20190506 DATE AS OF CHANGE: 20190506 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Johnston Ian CENTRAL INDEX KEY: 0001703802 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35628 FILM NUMBER: 19800965 MAIL ADDRESS: STREET 1: 333 NORTH CANYONS PARKWAY CITY: LIVERMORE STATE: CA ZIP: 94551 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 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 4 1 wf-form4_155719005739182.xml FORM 4 X0306 4 2019-05-02 0 0001550695 Performant Financial Corp PFMT 0001703802 Johnston Ian 333 NORTH CANYONS PARKWAY LIVERMORE CA 94551 0 1 0 0 See Remarks Restricted Stock Units 2019-05-02 4 A 0 45000 A Common Stock 45000.0 45000 D Restricted Stock Units 2019-05-02 4 A 0 30000 A Common Stock 30000.0 30000 D 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. Restricted Stock Unit award was granted on May 2, 2019. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of April 29, 2019, provided that the Reporting Person remains in continuous service through each vest date. Restricted Stock Unit award was granted on May 2, 2019. The number of Restricted Stock Units reported represents the maximum of 200% of the target level for this Restricted Stock Unit award. These Restricted Stock Units shall vest over a nearly four year period based upon continuing service and the trading price of PFMT's Common Stock during the relevant vesting period. Specifically, and subject to the vesting limitations described in the following sentence, the trading price for PFMT's shares will need to be sustained for 60 consecutive trading days for one of the following vesting thresholds to have been met: (1) $2.75 per share stock price for 60 consecutive trading days triggers 12.5% vesting; (2) $3.00 per share stock price for 60 consecutive trading days triggers 25% vesting; (3) $3.25 per share stock price for 60 consecutive trading days triggers 37.5% vesting; (4) $3.50 per share stock price for 60 consecutive trading days triggers 50% vesting; (Continued from Footnote 3) (5) $3.75 per share stock price for 60 consecutive trading days triggers 66.5% vesting; (6) $4.00 per share stock price for 60 consecutive trading days triggers 83% vesting; and (7) $4.25 per share stock price for 60 consecutive trading days triggers 100% vesting (the "Share Price Thresholds"). On April 29 in each of 2020, 2021, 2022 and 2023 (each a "vesting date"), if the Share Price Thresholds have been achieved during the preceding year and assuming the Reporting Person's continued service to PFMT (1) up to a maximum of 25% of the Restricted Stock Units will vest upon the first vesting date; (2) up to a maximum of 50% of the Restricted Stock Units will vest upon the second vesting date; (3) up to a maximum of 75% of the Restricted Stock Units will vest upon the third vesting date; and (4) up to 100% of the Restricted Stock Units will vest upon the fourth vesting date. (Continued from Footnote 4) That portion of the Restricted Stock Units that would vest solely on the basis of the share price thresholds that exceeds the maximum vesting limitations for the first, second and third vesting dates will not vest until the subsequent vesting date or dates (e.g., if the $3.50 per share trading price threshold is attained prior to the first vesting date which would otherwise trigger 50% vesting, then 25% of Restricted Stock Units will vest as of the first vesting date, with the remaining 25% of the Restricted Stock Units to vest as of the second vesting date, subject to the vesting limitations as of such vesting date and continued service as of such vesting date). Linear interpolation will be applied between milestones for determining vesting on the third and fourth vesting dates. Vice President and Chief Accounting Officer /s/ Ian A. Johnston 2019-05-06