Edgar Filing: PERFICIENT INC

sc13gza

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

PERFICIENT, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

71375U101

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

þ Rule 13d-1(c)

o Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.
Haynes and Boone, LLP
2323 Victory Avenue, Suite 700
Dallas, Texas 75219-7673
(214) 651-5000


CUSIP No.		71375U101


1.	NAMES OF REPORTING PERSONS. Atlas Advantage Master Fund, L.P.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5.	SOLE VOTING POWER

NUMBER OF			632,850

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			632,850

WITH:		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	632,850

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.0%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		71375U101


1.	NAMES OF REPORTING PERSONS. Atlas Capital ID Fund, L.P.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5.	SOLE VOTING POWER

NUMBER OF			9,157

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			9,157

WITH:		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	9,157

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.0%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		71375U101


1.	NAMES OF REPORTING PERSONS. Atlas Capital Master Fund, L.P.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Cayman Islands

		5.	SOLE VOTING POWER

NUMBER OF			66,291

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			66,291

WITH:		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	66,291

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	0.2%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		71375U101


1.	NAMES OF REPORTING PERSONS. Atlas Capital Management, L.P.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5.	SOLE VOTING POWER

NUMBER OF			708,298

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			708,298

WITH:		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	708,298

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.2%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN/IA


CUSIP No.		71375U101


1.	NAMES OF REPORTING PERSONS. RHA, Inc.


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	Texas

		5.	SOLE VOTING POWER

NUMBER OF			708,298

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			708,298

WITH:		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	708,298

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.2%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO


CUSIP No.		71375U101


1.	NAMES OF REPORTING PERSONS. Robert H. Alpert


2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3.	SEC USE ONLY



4.	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		5.	SOLE VOTING POWER

NUMBER OF			708,298

SHARES		6.	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7.	SOLE DISPOSITIVE POWER
REPORTING
PERSON			708,298

WITH:		8.	SHARED DISPOSITIVE POWER

			0

9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	708,298

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

	2.2%

12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

Item 1.

	(a)		Name of Issuer

			PERFICIENT, INC.

	(b)		Address of Issuer’s Principal Executive Offices

			1120 South Capital of Texas Highway, Building 3, Suite 220, Austin, Texas 78746

Item 2.

(a)

Name of Person Filing

This statement is jointly filed by and on behalf of: (i) Atlas Advantage Master Fund, L.P. (“Advantage Fund”); (ii) Atlas Capital ID Fund, L.P. (“ID Fund”); (iii) Atlas Capital Master Fund, L.P. (“Master Fund”); (iv) Atlas Capital Management, L.P. (“Atlas Management”); (v) RHA, Inc. (“RHA”); and (vi) Robert H. Alpert. Advantage Fund, ID Fund and Master Fund may be referred to herein, each, as an “Atlas Fund” and, collectively, as the “Atlas Funds.”

Atlas Management is the general partner of, and serves as an investment adviser to, Master Fund and ID Fund. Atlas Management acts as an investment adviser to Advantage Fund. Because of the relationships described herein, Atlas Management may be deemed to have or share voting and/or investment (including dispositive) power with respect to shares of common stock of the issuer (“Shares”) owned and/or held by or for the account or benefit of each Atlas Fund.

RHA is the general partner of Atlas Management. Because of the relationships described herein, RHA may be deemed to have or share voting and/or investment (including dispositive) power with respect to Shares owned and/or held by or for the account or benefit of Atlas Management.

Mr. Alpert is the President and sole director of RHA. Because of the relationships described herein, Mr. Alpert may be deemed to have or share voting and/or investment (including dispositive) power with respect to Shares owned and/or held by or for the account or benefit of RHA.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement.

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Sections 13(d) or 13(g) of the Act, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each of the reporting persons is 100 Crescent Court, Suite 880, Dallas, Texas 75201.

	(c)		Citizenship

			See Item 4 on the cover page(s) hereto.

	(d)		Title of Class of Securities

			Common Stock, $0.001 par value per share, of Perficient, Inc.

	(e)		CUSIP Number

			71375U101


Item 3.		If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:

	(a)		o A Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

	(b)		o A Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

	(c)		o An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

	(d)		o An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

	(e)		o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)		o An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

	(g)		o A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G);

	(h)		o A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)		o 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)		o A group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.		Ownership.

	(a)		Amount beneficially owned:

			See Item 9 on the cover page(s) hereto.

	(b)		Percent of class:

			See Item 11 on the cover page(s) hereto.

	(c)		Number of shares as to which such person has:

	(i)		Sole power to vote or to direct the vote:

			See Item 5 on the cover page(s) hereto.

	(ii)		Shared power to vote or to direct the vote:

			See Item 6 on the cover page(s) hereto.

	(iii)		Sole power to dispose or to direct the disposition of:

			See Item 7 on the cover page(s) hereto.

	(iv)		Shared power to dispose or to direct the disposition of:

			See Item 8 on the cover page(s) hereto.


Item 5.		Ownership of 5% or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ.


Item 6.		Ownership of More than 5 Percent on Behalf of Another Person

Not Applicable


Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable


Item 8.		Identification and Classification of Members of the Group


Item 9.		Notice of Dissolution of Group

securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.


Item 10.		Certifications

(a) Not Applicable

(b) 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

Each reporting person certifies that, after reasonable inquiry and to the best of such reporting person’s knowledge and belief, the information set forth in this statement is true, complete and correct.


Atlas Advantage Master Fund, L.P. By: Atlas Capital Management, L.P., its Investment Adviser By: RHA, Inc., its General Partner
By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	President
	Date:	February 13, 2009

Atlas Capital ID Fund, L.P. By: Atlas Capital Management, L.P., its General Partner By: RHA, Inc., its General Partner
By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	President
	Date:	February 13, 2009

Atlas Capital Master Fund, L.P. By: Atlas Capital Management, L.P., its General Partner By: RHA, Inc., its General Partner
By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	President
	Date:	February 13, 2009

Atlas Capital Management, L.P. By: RHA, Inc., its General Partner
By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	President
	Date:	February 13, 2009

RHA, Inc.
By:	/s/ Robert H. Alpert
	Name:	Robert H. Alpert
	Title:	President
	Date:	February 13, 2009

Robert H. Alpert
By:	/s/ Robert H. Alpert
	Date:	February 13, 2009

EXHIBIT INDEX


Exhibit No.		Description of Exhibit
99.1		Joint Filing Agreement (incorporated herein by reference from Exhibit 99.1 to the Schedule 13G relating to the common stock of the issuer filed April 2, 2008 by the reporting persons with the Commission.