Sec Form 4 Filing - ECMC Group, Inc. @ Performant Financial Corp - 2019-11-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ECMC Group, Inc. 2. Issuer Name and Ticker or Trading Symbol Performant Financial Corp [ PFMT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 111 WASHINGTON AVE SOUTH, SUITE 1400 3. Date of Earliest Transaction (MM/DD/YY) 11/27/2019 (Street) MINNEAPOLIS, MN55401 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/27/2019 J( 1 ) 185,406 A $ 2.174 ( 1 ) 1,185,406 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ECMC Group, Inc. 111 WASHINGTON AVE SOUTH, SUITE 1400 MINNEAPOLIS, MN55401 X Signatures /s/ Martin Scanlon, Chief Financial Officer 12/02/1991 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 27, 2019, the reporting person became entitled to receive 185,406 shares of Performant Financial Corporation ("Performant") common stock pursuant to an "earn out" provision in the Agreement for Purchase of LLC Membership Interests (the "Purchase Agreement") dated August 9, 2018, pursuant to which Performant acquired all of the outstanding membership interests of Premiere Credit of North America, LLC, an ex-affiliate of the reporting person. The number of shares issuable pursuant to the earn out right was determined on November 27, 2019, pursuant to a formula set forth in the Purchase Agreement which provided that, for the purpose of determining the number of shares issuable, Performant's common stock would be valued at $2.174 per share, which was the market price of Performant on the date the Purchase Agreement was signed. The reporting person's right to receive additional shares became fixed and irrevocable on August 31, 2018, the effective date of the acquisition.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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