UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

                                                                                                                                                                                        

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 (Name of Issuer)

 

 (Title of Class of Securities)

 

 (CUSIP Number)

 

Rachael Clarke

Philadelphia Financial Management of San Francisco, LLC

450 Sansome Street, Suite 1500

San Francisco, California 94111

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [  ]

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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).

 

	SCHEDULE 13D
CUSIP No: 71377E105		Page 2 of 11 Pages

 

1	NAMES OF REPORTING PERSONS
	PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,320,202
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,320,202
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,320,202
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.52%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

 

	SCHEDULE 13D
CUSIP No: 71377E105		Page 3 of 11 Pages

 

1	NAMES OF REPORTING PERSONS
	BOATHOUSE ROW I, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			901,697
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			901,697
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	901,697
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.76%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

	SCHEDULE 13D
CUSIP No: 71377E105		Page 4 of 11 Pages

 

	SCHEDULE 13D
CUSIP No: 71377E105		Page 5 of 11 Pages

1	NAMES OF REPORTING PERSONS
	BOATHOUSE ROW OFFSHORE LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,007,793
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,007,793
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,007,793
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.96%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO

 

	SCHEDULE 13D
CUSIP No: 71377E105		Page 6 of 11 Pages

 

1	NAMES OF REPORTING PERSONS
	JORDAN HYMOWITZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,320,202
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,320,202
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,320,202
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	4.52%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

	SCHEDULE 13D
		Page 7 of 11 Pages

 

Item 1.

Security and Issuer

 

This Amendment No. 2 to the statement on Schedule 13D relates to the shares of common stock, par value $0.0001 per share (the "Common Stock"), of Performant Financial Corporation (the "Issuer"), whose principal executive offices are located at 333 North Canyons Parkway, Livermore, CA 94551.  This Amendment No. 2 amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on December 22, 2016, as amended by Amendment No. 1 on January 24, 2018 (collectively with this Amendment No. 2, the "Schedule 13D").  Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.  This Amendment No. 2 amends Items 5 and 7 of the Schedule 13D as set forth below.

Item 5.

Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended by adding the following:

 

Based on information in the Issuer's Form 10-K filed March 14, 2018, there were 51,360,328 shares of the Common Stock outstanding as of March 13, 2018.

 

(a)           As of April 25, 2018, each of Philadelphia Financial and Mr. Hymowitz may be deemed to be the beneficial owner of 2,320,202 shares of Common Stock, which represents approximately 4.52% of the outstanding shares of Common Stock.  This amount includes:  (i) 901,697 shares of Common Stock beneficially owned by BRI, which represents approximately 1.76% of the outstanding shares of Common Stock; (ii) 410,712 shares of Common Stock beneficially owned by BRII, which represents approximately 0.80% of the outstanding shares of Common Stock; and (iii) 1,007,793 shares of Common Stock beneficially owned by BRO, which represents approximately 1.96% of the outstanding shares of Common Stock.

 

 

(d)           Not applicable.

 

(e)           Not applicable.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended by adding the following:

Exhibit E:

Schedule of Transactions

 

	SCHEDULE 13D
		Page 8 of 11 Pages

 

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.

 

Dated:  April 26, 2018

	PHILADELPHIA FINANCIAL MANAGEMENT OF SAN FRANCISCO, LLC
	By:	/s/ Rachael Clarke
		Name:  Rachael Clarke
		Title:    Chief Compliance Officer

 

	BOATHOUSE ROW I, L.P.
	By:	/s/ Philadelphia Financial Management of San Francisco, LLC, its General Partner
	By:	/s/ Rachael Clarke
		Name:  Rachael Clarke
		Title:  Chief Compliance Officer of Philadelphia Financial Management of San Francisco, LLC

 

	BOATHOUSE ROW OFFSHORE LTD.
	By:	/s/ Rachael Clarke
		Name:  Rachael Clarke
		Title:    Director

 

	JORDAN HYMOWITZ
	/s/ Jordan Hymowitz

Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).

	SCHEDULE 13D
		Page 9 of 11 Pages

EXHIBIT E

SCHEDULE OF TRANSACTIONS

 

Transaction Date	Entity Transacting	Transaction Type	Quantity	Price	Price Range (if Price is WAP)	Where and How Transaction Effected
3/7/2018	Boathouse Row II, LP	SELL	(3,151)	$2.90		Open Market through Broker
3/7/2018	Boathouse Row Offshore Ltd.	SELL	(2,510)	$2.90		Open Market through Broker
3/12/2018	Boathouse Row II, LP	SELL	(43,261)	$2.91 *	$2.89-$2.97	Open Market through Broker
3/12/2018	Boathouse Row Offshore Ltd.	SELL	(34,440)	$2.91 *	$2.89-$2.97	Open Market through Broker
3/13/2018	Boathouse Row I, LP	SELL	(5,384)	$2.96		Open Market through Broker
3/13/2018	Boathouse Row II, LP	SELL	(1,717)	$2.96		Open Market through Broker
3/13/2018	Boathouse Row Offshore Ltd.	SELL	(4,218)	$2.96		Open Market through Broker
3/14/2018	Boathouse Row I, LP	SELL	(43,887)	$2.96 *	$2.96-$3.01	Open Market through Broker
3/14/2018	Boathouse Row II, LP	SELL	(27,430)	$2.96 *	$2.96-$3.01	Open Market through Broker
3/14/2018	Boathouse Row Offshore Ltd.	SELL	(57,863)	$2.96 *	$2.96-$3.01	Open Market through Broker
3/15/2018	Boathouse Row II, LP	SELL	(2,500)	$3.03 *	$3.03-$3.05	Open Market through Broker
3/15/2018	Boathouse Row Offshore Ltd.	SELL	(2,500)	$3.03 *	$3.03-$3.05	Open Market through Broker
3/16/2018	Boathouse Row I, LP	SELL	(6,897)	$3.25		Open Market through Broker
3/16/2018	Boathouse Row II, LP	SELL	(2,199)	$3.25		Open Market through Broker
3/16/2018	Boathouse Row Offshore Ltd.	SELL	(5,404)	$3.25		Open Market through Broker
3/20/2018	Boathouse Row I, LP	SELL	(904)	$3.22 *	$3.22-$3.25	Open Market through Broker
3/20/2018	Boathouse Row II, LP	SELL	(288)	$3.22 *	$3.22-$3.25	Open Market through Broker
3/20/2018	Boathouse Row Offshore Ltd.	SELL	(708)	$3.22 *	$3.22-$3.25	Open Market through Broker
4/5/2018	Boathouse Row I, LP	SELL	(95)	$3.05 *	$3.04-$3.05	Open Market through Broker
4/5/2018	Boathouse Row II, LP	SELL	(30)	$3.05 *	$3.04-$3.05	Open Market through Broker
4/5/2018	Boathouse Row Offshore Ltd.	SELL	(75)	$3.05 *	$3.04-$3.05	Open Market through Broker
4/6/2018	Boathouse Row I, LP	SELL	(15,121)	$3.11 *	$3.09-$3.17	Open Market through Broker
4/6/2018	Boathouse Row II, LP	SELL	(4,821)	$3.11 *	$3.09-$3.17	Open Market through Broker