UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
                                                                                                                                                                                        

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
 
Performant Financial Corporation
 (Name of Issuer)
 
Common Stock, $0.0001 par value per share
 (Title of Class of Securities)
 
71377E105
 (CUSIP Number)
 
Rachael Clarke
Philadelphia Financial Management of San Francisco, LLC
450 Sansome Street, Suite 1500
San Francisco, California 94111
(415) 352-4463
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 23, 2018
(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 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
2,862,081
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,862,081
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,862,081
 
 
 
 
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)
 
 
5.62%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IA
 
 
 
 
 

 
SCHEDULE 13D
 
 
 
 
CUSIP No: 71377E105
 
Page 3 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
1,097,128
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,097,128
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,097,128
 
 
 
 
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)
 
 
2.15%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


 
SCHEDULE 13D
 
 
 
 
CUSIP No: 71377E105
 
Page 4 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
BOATHOUSE ROW II, 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
 
 
537,017
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
537,017
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
537,017
 
 
 
 
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)
 
 
1.05%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 


 
SCHEDULE 13D
 
 
 
 
CUSIP No: 71377E105
 
Page 5 of 10 Pages

1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
1,227,936
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
1,227,936
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
1,227,936
 
 
 
 
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)
 
 
2.41%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 
 

 
SCHEDULE 13D
 
 
 
 
CUSIP No: 71377E105
 
Page 6 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
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
 
 
2,862,081
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
2,862,081
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
2,862,081
 
 
 
 
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)
 
 
5.62%
 
 
 
 
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
IN, HC
 
 
 
 


 
SCHEDULE 13D
 
 
 
 
 
 
Page 7 of 10 Pages
 
Item 1.
Security and Issuer
 
This Amendment No. 1 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. 1 amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on December 22, 2016 (the “Initial Schedule 13D” and, together with this Amendment No. 1, the “Schedule 13D”).  Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D.  This Amendment No. 1 amends Items 3, 5 and 7 of the Schedule 13D as set forth below.

Item 3.
Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by adding the following:
The shares of Common Stock acquired since the Initial Schedule 13D were purchased using funds from the working capital of the Reporting Persons which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business.  A total of $75,928.50 (including brokerage commissions) was paid to acquire the 35,484 shares of Common Stock acquired since the filing of the Initial Schedule 13D, gross of dispositions, including (i) 22,371 shares of Common Stock acquired by Boathouse Row I, L.P. for an aggregate purchase price of $48,741.40 and (ii) 13,113 shares of Common Stock acquired by Boathouse Row Offshore Ltd. for an aggregate purchase price of $27,187.10.

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-Q filed November 13, 2017, there were 50,961,377 shares of the Common Stock outstanding as of November 13, 2017.
 
(a)           As of January 23, 2018, each of Philadelphia Financial and Mr. Hymowitz may be deemed to be the beneficial owner of 2,862,081 shares of Common Stock, which represents approximately 5.62% of the outstanding shares of Common Stock.  This amount includes:  (i) 1,097,128 shares of Common Stock beneficially owned by BRI, which represents approximately 2.15% of the outstanding shares of Common Stock; (ii) 537,017 shares of Common Stock beneficially owned by BRII, which represents approximately 1.05% of the outstanding shares of Common Stock; and (iii) 1,227,936 shares of Common Stock beneficially owned by BRO, which represents approximately 2.41% of the outstanding shares of Common Stock.
 
(b)           Each of Philadelphia Financial and Mr. Hymowitz share the power to vote or to direct the vote and the power to dispose or to direct the disposition of 2,862,081 shares of Common Stock, which includes shared power over:  (i) 1,097,128 shares of Common Stock with BRI; (ii) 537,017 shares of Common Stock with BRII; and (iii) 1,227,936 shares of Common Stock with BRO.
 
(c)         Please refer to Exhibit D for transactions in the Issuer’s securities during the past sixty days, including the transaction date, number of shares of Common Stock acquired or disposed of, price per share (and, if weighted average price per share, the range of prices), identity of the Boathouse Fund that effected the transaction, and where and how the transaction was effected.
 
(d)           Not applicable.

 
SCHEDULE 13D
 
 
 
 
 
 
Page 8 of 10 Pages
 
(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 D:
Schedule of Transactions
 
 
 
 
 
 
 
 
 
 
 

 

 
SCHEDULE 13D
 
 
 
 
 
 
Page 9 of 10 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:  January 24, 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 II, 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 10 of 10 Pages


EXHIBIT D

SCHEDULE OF TRANSACTIONS

Transaction
Date
Entity Transacting
Transaction
Type
Quantity
Price
Price Range
(if Price is WAP)
Where and How
Transaction Effected
1/12/2018
Boathouse Row I, LP
SELL
(38,586)
$2.68*
$2.40-$3.39
Open Market through Broker
1/12/2018
Boathouse Row II, LP
SELL
(65,596)
$2.68*
$2.40-$3.39
Open Market through Broker
1/12/2018
Boathouse Row Offshore Ltd.
SELL
(57,877)
$2.68*
$2.40-$3.39
Open Market through Broker
1/16/2018
Boathouse Row I, LP
SELL
(327)
$2.45
 
Open Market through Broker
1/16/2018
Boathouse Row II, LP
SELL
(557)
$2.45
 
Open Market through Broker
1/16/2018
Boathouse Row Offshore Ltd.
SELL
(491)
$2.45
 
Open Market through Broker
1/18/2018
Boathouse Row I, LP
SELL
(8,706)
$2.50
 
Open Market through Broker
1/18/2018
Boathouse Row II, LP
SELL
(14,799)
$2.50
 
Open Market through Broker
1/18/2018
Boathouse Row Offshore Ltd.
SELL
(13,061)
$2.50
 
Open Market through Broker
1/23/2018
Boathouse Row I, LP
SELL
(248,782)
$2.55
 
Open Market through Broker
1/23/2018
Boathouse Row II, LP
SELL
(121,772)
$2.55
 
Open Market through Broker
1/23/2018
Boathouse Row Offshore Ltd.
SELL
(278,446)
$2.55
 
Open Market through Broker

* This price reflects a weighted average price.  The Reporting Persons undertake to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock bought and sold at each separate price within the ranges set forth in the Price Range column.