Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
|
Performant Healthcare, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
71377E105 (CUSIP Number) |
Phil Frohlich 1924 South Utica Ave., Suite #1120, Tulsa, OK, 74104-6429 (918) 747-3412 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/05/2025 (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.
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).
SCHEDULE 13D
|
| CUSIP No. | 71377E105 |
| 1 |
Name of reporting person
Prescott Group Capital Management, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
OKLAHOMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,793,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 71377E105 |
| 1 |
Name of reporting person
Prescott Group Aggressive Small Cap, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or plac
e of organization
OKLAHOMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,793,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71377E105 |
| 1 |
Name of reporting person
Prescott Group Aggressive Small Cap II, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
OKLAHOMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,793,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71377E105 |
| 1 |
Name of reporting person
Prescott Group Aggressive Small Cap Master Fund, G.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
OKLAHOMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,793,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71377E105 |
| 1 |
Name of reporting person
Phil Frohlich | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
15,793,291.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Performant Healthcare, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
900 South Pine Island Road, Suite 150, Plantation,
FLORIDA
, 33324. | |
Item 1 Comment:
The following constitutes Amendment No. 6 ("Amendment No. 6") to the Schedule 13D filed with the Securities and Exchange Commission ("SEC") by Prescott Group Capital Management, L.L.C., an Oklahoma limited liability company ("Prescott Capital"), Prescott Group Aggressive Small Cap, L.P., an Oklahoma limited partnership ("Prescott Small Cap"), Prescott Group Aggressive Small Cap II, L.P., an Oklahoma limited partnership ("Prescott Small Cap II", and, together with Prescott Small Cap, the "Small Cap Funds"), Prescott Group Aggressive Small Cap Master Fund, G.P., an Oklahoma general partnership ("Master Fund") and Phil Frohlich, the principal of Prescott Capital, relating to Common Stock, par value $0.0001 per share (the "Common Stock"), of Performant Healthcare, Inc. (f/k/a Performant Financial Corporation), a Delaware corporation (the "Issuer") on March 26, 2020, as amended by Amendment No. 1 filed on October 26, 2020, Amendment No. 2 filed on June 4, 2021, Amendment No. 3 filed on October 7, 2021, Amendment No. 4 filed on January 25, 2022, and Amendment No. 5 filed on March 20, 2023. This Amendment No. 6 relates to shares of Common Stock of the Issuer held in the account of the Master Fund, of which the Small Cap Funds are general partners. Prescott Capital serves as the general partner and investment manager of the Small Cap Funds and may direct the Small Cap Funds, the general partners of the Master Fund, to direct the vote and disposition of the 15,793,291 shares of Common Stock held by the Master Fund. As the principal of Prescott Capital, Mr. Frohlich may direct the vote and disposition of the 15,793,291 shares of Common Stock held by the Master Fund. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of Schedule 13D is amended and restated as follows: As of June 9, 2025, the Master Fund had invested $25,494,418.84 (inclusive of brokerage commissions) in shares of Common Stock of the Issuer. The source of these funds was the working capital of the Master Fund (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows: On June 5, 2025, Prescott Capital entered into a confidentiality agreement with the Issuer (the "Confidentiality Agreement"), dated as of June 4, 2025, pursuant to which the Issuer agreed to provide certain information in connection with Prescott Capital's evaluation of the Issuer's current and proposed business operations. In addition, the Confidentiality Agreement places certain "standstill" obligations (the "Standstill") on Prescott Capital and its affiliates for a period of 12 months from the date of the Confidentiality Agreement. Pursuant to the Standstill, unless specifically invited in writing by the Issuer's Board of Directors (the "Board"), Prescott Capital, for itself and its affiliates agreed not to: (i) acquire, offer or propose to acquire, solicit an offer to sell or agree to acquire, alone or in concert with others, any direct or indirect beneficial interest in any voting securities of the Issuer or any rights, warrants or options to acquire, or securities convertible into or exchangeable for voting securities of the Issuer; (ii) make, or in any way participate in, any solicitation of proxies of the Issuer or seek to influence the vote of any Issuer securities; (iii) form, join or participate in a "group" with respect to voting securities of the Issuer; (iv) acquire, offer to acquire or agree to acquire, alone or in concert with others, any assets of the Issuer or any of its subsidiaries or rights, warrants or options to acquire assets of the Issuer or any of its subsidiaries except in the ordinary course of business; (v) arrange, or in any way participate, directly or indirectly, in any financing for the purchase of any voting securities or securities convertible or exchangeable into or exercisable for any voting securities of the Issuer or assets of the Issuer or any of its subsidiaries; (vi) propose, either alone or in concert with others, to the Issuer or any of its affiliates or any of their respective shareholders or unitholders any merger, business combination, consolidation, sale, restructuring, reorganization, recapitalization or other transaction involving the Issuer or otherwise seek, alone or in concert with others, to control, change or influence the management of the Board or nominate any person as a director who is not nominated by the then incumbent directors, or propose any matter to be voted upon by the shareholders of the Issuer or any of its affiliates; (vii) make any request or proposal to amend, waive or terminate any provisions of the Standstill; or (viii) announce an intention to do, or enter into any arrangement or understanding with others to do, any of the actions restricted or prohibited by the Standstill. The Standstill would also terminate if the Issuer enters into a definitive agreement pursuant to which any person or group would acquire beneficial ownership of a majority of the Issuer's outstanding voting securities or all or a majority of the Issuer's assets or the Issuer announces its intention to enter into such a definitive agreement with any person or group. The Confidentiality Agreement may be terminated at any time by either party by written notice to the other party. Upon any such termination, all rights, restrictions and obligations under the Confidentiality Agreement will remain in force and effect for a period of six months following the date upon which notice of termination is delivered. The foregoing description of the Confidentiality Agreement is qualified in its entirety by reference to the full text of the Confidentiality Agreement, which is filed as Exhibit 99.1 and is incorporated herein by reference. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time and at any time in the future depending on various factors, including, without limitation, the Issuer's financial position and strategic direction, actions taken by the Issuer's Board, price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, take such actions with respect to the investment in the Issuer as they deem appropriate. Subject to the limitations of the terms of the Confidentiality Agreement, these actions may include: (i) acquiring additional shares of Common Stock and/or other equity, debt, notes, other securities, or derivative or other instruments that are based upon or relate to the value of securities of the Issuer (collectively, "Securities") in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; (iii) engaging in any hedging or similar transactions with respect to the Securities; or (iv) proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference. Such information is based on 78,308,640 shares of Common Stock outstanding as of May 8, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 9, 2025. As of 9:00 a.m., New York City time, on June 9, 2025, the Master Fund directly held and beneficially owned 15,793,291 shares of Common Stock, representing approximately 20.2% of the outstanding Common Stock. As general partners of the Master Fund, the Small Cap Funds may be deemed to beneficially own the shares of Common Stock held by the Master Fund. As the general partner of the Small Cap Funds, Prescott Capital may also be deemed to beneficially own the shares of Common Stock held by the Master Fund. As managing member of Prescott Capital, Phil Frohlich may be deemed to beneficially own the shares of Common Stock held by the Master Fund. | |
| (b) | Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (c) | There have been no transactions by the Reporting Persons in the class of securities reported on that were effected within the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of Schedule 13D is supplemented and superseded, as the case may be, as follows: The information in Item 4 is incorporated herein by reference. The Confidentiality Agreement is incorporated by reference as Exhibit 99.1 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 Confidentiality Agreement, dated June 4, 2025, by and among Performant Healthcare, Inc. and Prescott Group Capital Management, LLC. | ||
| 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.
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Comments accompanying signature:
Phil Frohlich / Managing Member of Prescott Group Capital Management, L.L.C., the general partner of Prescott Group Aggressive Small Cap II, L.P., and the general partner of Prescott Group Aggressive Small Cap, L.P. |