Amendment: SEC Form SCHEDULE 13D/A filed by Performant Healthcare Inc.
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
|
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) |
10/21/2025 (Date of Event Which Requires Filing of This Statement) |

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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 71377E105 |
| 1 |
Name of reporting person
PRESCOTT GROUP AGGRESSIVE SMALL CAP LP | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71377E105 |
| 1 |
Name of reporting person
PRESCOTT GROUP AGGRESSIVE SMALL CAP II LP | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 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 GP | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 71377E105 |
| 1 |
Name of reporting person
FROHLICH PHIL | ||||||||
| 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
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 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. 7 ("Amendment No. 7") 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, Amendment No. 5 filed on March 20, 2023, and Amendment No. 6 filed on June 9, 2025.
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:
The information in Item 4 is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is supplemented and superseded, as the case may be, as follows:
On October 21, 2025 (the "Closing Date"), Continental Buyer, Inc., a Delaware corporation ("Parent"), completed the previously announced acquisition of Issuer, pursuant to the Agreement and Plan of Merger, dated as of July 31, 2025 (the "Merger Agreement"), by and among the Issuer, Parent and Project Prevail Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on the Closing Date, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of Parent (the "Surviving Corporation").
At the effective time of the Merger (the "Effective Time"), each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than any Common Stock held by (i) the Issuer as treasury stock or held directly by Parent or Merger Sub (or any direct or indirect wholly owned subsidiaries of the Issuer, Parent, or Merger Sub) or (ii) stockholders who have not voted in favor of, or consented in writing to, the adoption and approval of the Merger Agreement, and who are entitled to and have properly demanded appraisal of such Common Stock in accordance with Section 262 of the DGCL) was cancelled and converted into the right to receive an amount in cash, without interest, equal to $7.75.
The description contained in this Item 4 of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is described in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 21, 2025 and is incorporated herein by reference. | ||
| 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. | |
| (b) | Items 7 through 10 of each of the cover pages of this Schedule 13D are incorporated herein by reference. | |
| (c) | Except as reported herein, 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) | The Reporting Persons do not beneficially own any shares of Common Stock. | |
| (e) | As a result of the transaction described in Item 4, on October 21, 2025, each of the Reporting Persons ceased to be the beneficial owner of more than five percent (5%) of the outstanding securities of Issuer. The filing of this Amendment No. 7 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | |
| 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. | ||
| 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.
|
|
|
|
|
|
|
|
|
|
|
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. |