Ownership Submission
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 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 *
Haughton Jeffrey
  2. Issuer Name and Ticker or Trading Symbol
Performant Financial Corp [PFMT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last)
(First)
(Middle)
333 NORTH CANYONS PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2016
(Street)

LIVERMORE, CA 94551
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year)
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
Restricted Stock Units (1) 02/23/2016   A   90,000     (2)   (2) Common Stock 90,000 $ 0 90,000 (2) D  
Restricted Stock Units (1)               (3)   (3) Common Stock 30,000   30,000 (3) D  
Restricted Stock Units (1)               (4)   (4) Common Stock 75,000   75,000 (4) D  
Employee Stock Option (right to buy) $ 1.71 02/23/2016   A   60,000     (5) 02/23/2026 Common Stock 60,000 $ 0 60,000 (5) D  
Employee Stock Option (right to buy) $ 10.55               (6) 07/15/2024 Common Stock 100,000   100,000 (6) D  
Employee Stock Option (right to buy) $ 3.57               (7) 03/17/2025 Common Stock 100,000   100,000 (7) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Haughton Jeffrey
333 NORTH CANYONS PARKWAY
LIVERMORE, CA 94551
      Executive Vice President  

Signatures

 /s/ Hakan Orvell, Attorney-in-Fact for Jeffrey R. Haughton   02/23/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit represents a contingent right to receive one share of PFMT's common stock. The units were awarded at no cost to Reporting Person.
(2) Restricted Stock Unit Award granted on February 23, 2016 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) Restricted Stock Unit award was granted on 7/15/2014. The remaining 30,000 units will vest and become exercisable in 10,000 unit increments on each of 7/15/2016, 7/15/2017, and 7/15/2018, provided that the Reporting Person remains in continuous service through each vest date.
(4) Restricted Stock Unit award was granted on 3/17/2015. 37,500 units will vest and become exercisable on 3/05/2016, 18,750 units will vest and become exercisable on 3/05/2017 and the remaining 18,750 units will vest and become exercisable on 3/05/2018, provided that the Reporting Person remains in continuous service through each vest date.
(5) This option vests at a rate of 25% annually on the first, second, third and fourth anniversaries of the grant date.
(6) The option grant will vest over a four-year period from the date of grant. 39,384 options have become vested and exercisable as of 2/15/2016. The remaining options will become vested and exercisable in monthly installments until 7/15/2018.
(7) The option grant will vest over a four-year period. Currently, none of the options are exercisable and all of the options are outstanding. 25,000 options will vest and become exercisable on 3/17/2016. The remaining options will vest and become exercisable on a monthly basis from 4/17/2016 until 7/25/2019.

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