Edgar Filing: Performant Financial Corp

Performant Financial Corporation

Dated: August 7, 2012

/s/ Hakan Orvell

Hakan Orvell

Chief Financial Officer

Form 8-A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Performant Financial Corporation

(Exact name of registrant as specified in its charter)


Delaware		20-0484934
(State of incorporation or organization)		(I.R.S. Employer Identification No.)

333 North Canyons Parkway Livermore, California		94551
(Address of principal executive offices)		(Zip Code)

Securities to be Registered Pursuant to Section 12(b) of the Act

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Common Stock, $0.0001 par value per share

The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨

Securities Act registration statement file number to which this form relates: 333-182529

Securities to be registered pursuant to Section 12(g) of the Act:

Not applicable

(Title of class)

Item 1.

Description of Registrant’s Securities to be Registered.

A description of the common stock, par value $0.0001 per share (the “Common Stock”), of Performant Financial Corporation, a Delaware corporation (the “Registrant”), to be registered hereunder is contained in the section entitled “Description of capital stock” in the prospectus included in the Registrant’s Form S-1 Registration Statement (File No. 333-182529), initially filed with the Securities and Exchange Commission on July 3, 2012, as amended from time to time (the “Registration Statement”), and is incorporated herein by reference. In addition, a description of the Common Stock will be included in a prospectus to be subsequently filed by the Registrant pursuant to Rule 424(b) of the Securities Act of 1933, as amended, relating to the Registration Statement, and such prospectus is incorporated herein by reference.

The Common Stock to be registered hereunder has been approved for listing on the NASDAQ Global Select Market of The NASDAQ Stock Market LLC under the symbol “PFMT.”

Item 2.

Exhibits.

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC, and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.