Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Johnston Ian
 2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2017		 3. Issuer Name and Ticker or Trading Symbol
Performant Financial Corp [PFMT]
(Last)
(First)
(Middle)
333 NORTH CANYONS PARKWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

LIVERMORE, CA 94551		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.0001 per share 24,121
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Options   (1) 08/10/2022 Common stock 54,979 $ 10.6 D  
Restricted Stock Units   (2) 08/13/2024 Common stock 6,250 $ 0 D  
Performance Stock Units   (3) 03/17/2025 Common stock 5,750 $ 0 D  
Restricted Stock Units   (4) 06/18/2025 Common stock 45,000 $ 0 D  
Restricted Stock Units   (5) 02/22/2026 Common stock 33,750 $ 0 D  
Restricted Stock Units   (6) 04/06/2027 Common stock 60,000 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Johnston Ian
333 NORTH CANYONS PARKWAY
LIVERMORE, CA 94551		       See Remarks  

Signatures

PERFORMANT FINANCIAL CORPORATION, By: /s/ Hakan L. Orvell, Attorney-in-Fact for Ian Johnston 04/17/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The Stock Option award was granted on 08/10/2012. The option award vests as to 1/5th of the total number of shares subject to the option 12 months after the vesting commencement date, and the remaining shares vest at a rate of 1/60th of the total number of shares subject to the option each month thereafter provided that the Reporting Person remains in continuous service through each vest date.
(2) Restricted Stock Unit award was granted on 08/13/2014. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
(3) Performance Stock Unit award was granted on 03/17/2015. The performance stock award vested as to 50% of the covered shares on March 5, 2016 and as to 25% of the covered shares on March 5, 2017 and will vest as to 25% of the covered shares on March 5, 2018.
(4) Restricted Stock Unit award was granted on 06/18/2015. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
(5) Restricted Stock Unit award was granted on 02/22/16. 25% of the shares vested on March 7, 2017, with 25% more vesting on each of the first, second and third anniversaries of the initial vest date, provided that the Reporting Person remains in continuous service through each vest date.
(6) Restricted Stock Unit award was granted on 04/06/17. The restricted stock unit award vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date, provided that the Reporting Person remains in continuous service through each vest date.
 
Remarks:
Vice President and Chief Accounting Officer

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