UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Performant Financial Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
71377E 105
(CUSIP Number)
December 31, 2012
(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)
x 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 disclosures provided in a prior cover page. |
The information required on 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).
| CUSIP No. 71377E 105 | 13G |
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Parthenon DCS Holdings, LLC 20-0485038 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,729,424 (See Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,729,424 (See Item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,729,424 (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
49.1% (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
2
| CUSIP No. 71377E 105 | 13G |
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Parthenon Investors II, L.P. 04-3527200 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,729,424 (See Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,729,424 (See Item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,729,424 (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
49.1% (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
3
| CUSIP No. 71377E 105 | 13G |
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
PCap Partners II, LLC 04-3527195 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,729,424 (See Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,729,424 (See Item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,729,424 (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
49.1% (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
4
| CUSIP No. 71377E 105 | 13G |
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
PCap II, LLC 04-3527185 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,729,424 (See Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,729,424 (See Item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,729,424 (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
49.1% (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
5
| CUSIP No. 71377E 105 | 13G |
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
PCP Managers, LLC 20-4154975 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,729,424 (See Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,729,424 (See Item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,729,424 (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
49.1% (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
6
| CUSIP No. 71377E 105 | 13G |
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
William C. Kessinger | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,729,424 (See Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,729,424 (See Item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,729,424 (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
49.1% (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
7
| CUSIP No. 71377E 105 | 13G |
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
Brian P. Golson | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,729,424 (See Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,729,424 (See Item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,729,424 (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
49.1% (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
8
| CUSIP No. 71377E 105 | 13G |
| 1. |
Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (Entities Only)
David J. Ament | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨ (b) x | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
|
Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
22,729,424 (See Item 4) | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
22,729,424 (See Item 4) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
22,729,424 (See Item 4) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
| |||||
| 11. | Percent of Class Represented by Amount in Row (9)
49.1% (See Item 4) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN | |||||
9
| CUSIP No. 71377E 105 | 13G |
| Item 1. |
| (a) | Name of Issuer |
Performant Financial Corporation
| (b) | Address of Issuer’s Principal Executive Offices |
333 North Canyons Parkway, Livermore, California 94551
| Item 2. |
| (a) | Names of Persons Filing |
This Schedule 13G is being jointly filed by each of the following persons pursuant to Rule 13d-1(k)(1) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”):
Parthenon DCS Holdings, LLC
Parthenon Investors II, L.P.
PCap Partners II, LLC
PCap II, LLC
PCP Managers, LLC
William C. Kessinger
Brian B. Golson
David J. Ament
each of which is referred to as a “Reporting Person,” or collectively, the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit A and is incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.
| (b) | Address of Principal Business Office or, if none, Residence |
c/o Parthenon Capital Partners
Four Embarcadero Center, Suite 3610
San Francisco, California 94111
| (c) | Citizenship |
Parthenon DCS Holdings, LLC—Delaware
Parthenon Investors II, L.P.—Delaware
PCap Partners II, LLC—Delaware
PCap II, LLC—Delaware
PCP Managers, LLC—Delaware
William C. Kessinger—United States
Brian B. Golson—United States
David J. Ament—United States
| (d) | Title of Class of Securities |
Common Stock, par value $0.0001 per share
| (e) | CUSIP Number |
71377E 105
10
| CUSIP No. 71377E 105 | 13G |
| 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: |
| (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 adviser 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) ¨ | Group, in accordance with §240.13d–1(b)(1)(ii)(J). |
Not applicable.
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| (a) | Amount beneficially owned: |
Parthenon DCS Holdings, LLC is the record owner of 22,729,424 shares of common stock of the Issuer. Parthenon Investors II, L.P., as the manager of Parthenon DCS Holdings, LLC; 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, LLC, as the managing member of PCap II, LLC; and each of Messrs. Kessinger, Golson and Ament, as Managing Members of PCP Managers, LLC, may be deemed to beneficially own the shares of Issuer common stock owned of record by Parthenon DCS Holdings, LLC. Messrs. Kessinger and Golson are Managing Directors of Parthenon Capital Partners, an affiliate of PCap Partners II, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares of Issuer common stock owned of record by Parthenon DCS Holdings, LLC except to the extent of such Reporting Person’s pecuniary interest therein.
| (b) | Percent of class: |
49.1% (See Item 4(a))
The denominator for this calculation is based on 46,252,283 shares of Issuer common stock outstanding, as reported in the Issuer’s Prospectus (Registration No. 333-186110) filed with the Securities and Exchange Commission on February 1, 2013 pursuant to Rule 424(b)(4).
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
0
11
| CUSIP No. 71377E 105 | 13G |
| (ii) | Shared power to vote or to direct the vote: |
22,729,424 (See Item 4(a))
| (iii) | Sole power to dispose or to direct the disposition of: |
0
| (iv) | Shared power to dispose or to direct the disposition of: |
22,729,424 (See Item 4(a))
| Item 5. | Ownership of Five Percent 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 ¨.
Not applicable.
| Item 6. | Ownership of More than Five 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. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
12
SIGNATURES
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.
Dated: February 13, 2013
| 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, LLC, its Managing Member | |
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| Parthenon Investors II, L.P. | ||
| By: | PCap Partners II, LLC, its General Partner | |
| By: | PCap II, LLC, its Managing Member | |
| By: | PCP Managers, LLC, its Managing Member | |
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| PCap Partners II, LLC | ||
| By: | PCap II, LLC, its Managing Member | |
| By: | PCP Managers, LLC, its Managing Member | |
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| PCap II, LLC | ||
| By: | PCP Managers, LLC, its Managing Member | |
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| PCP Managers, LLC | ||
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| /s/ William C. Kessinger William C. Kessinger, Individually | ||
| /s/ Brian P. Golson Brian P. Golson, Individually | ||
| /s/ David J. Ament David J. Ament, Individually | ||
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that this Schedule 13G with respect to the common stock, par value $0.0001 per share, of Performant Financial Corporation, and any subsequent amendments thereto, is filed jointly on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this agreement shall be included as an exhibit thereto.
The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group or have agreed to act as a group.
Dated: February 13, 2013
| 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, LLC, its Managing Member | |
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| Parthenon Investors II, L.P. | ||
| By: | PCap Partners II, LLC, its General Partner | |
| By: | PCap II, LLC, its Managing Member | |
| By: | PCP Managers, LLC, its Managing Member | |
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| PCap Partners II, LLC | ||
| By: | PCap II, LLC, its Managing Member | |
| By: | PCP Managers, LLC, its Managing Member | |
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| PCap II, LLC | ||
| By: | PCP Managers, LLC, its Managing Member | |
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| PCP Managers, LLC | ||
| By: | /s/ Brian P. Golson | |
| Brian P. Golson | ||
| Managing Member | ||
| /s/ William C. Kessinger William C. Kessinger, Individually | ||
| /s/ Brian P. Golson Brian P. Golson, Individually | ||
| /s/ David J. Ament David J. Ament, Individually | ||