SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ALLUMS VICTOR A

(Last)

(First)

(Middle)

600 GALLERIA PARKWAY

SUITE 100

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRGX GLOBAL, INC. [ PRGX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2018

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/05/2018		G	V	6,715	D	$0.00	144,642⁽¹⁾	D
Common Stock	03/08/2018		M		29,838	A	$0.00	174,480⁽¹⁾	D
Common Stock	03/08/2018		F		9,453⁽²⁾	D	$7.95	165,027⁽¹⁾	D
Common Stock	03/12/2018		M		18,000	A	$7.41	183,027⁽¹⁾	D
Common Stock	03/12/2018		S		18,000	D	$8.4933⁽³⁾	165,027⁽¹⁾	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Unit	$0.00	03/08/2018		M			68,000	⁽⁴⁾	⁽⁴⁾	Common Stock	68,000	$0.00	0	D
Stock Option	$7.41	03/12/2018		M			18,000	⁽⁵⁾	05/22/2018	Common Stock	18,000	$0.00	0	D

Explanation of Responses:

1. Includes 17,000 shares of restricted stock that vest in three equal installments on each of March 30, 2018, 2019 and 2020.

2. Surrender of stock upon vesting of Performance-Based Restricted Stock Units ("Units") to satisfy tax withholding obligations.

3. The sale price indicated is a weighted average selling price. The corresponding shares were sold in multiple transactions at prices ranging from $8.40 to $8.75, inclusive. The reporting person undertakes to provide to PRGX Global, Inc., any security holder of PRGX Global, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth herein.

4. Each Unit corresponds to one share of common stock of the Company. Units that vested and became payable were payable 43% in common stock and 57% in cash. The Units were payable upon the determination by the Company's Compensation Committee on March 8, 2018 of the financial performance achieved by the Company for the two-year period ended December 31, 2017.

5. The option exercises reported on this Form 4 represent the exercise of a stock option granted on May 23, 2011, which vested 1/3 on May 23, 2012, 1/3 on May 23, 2013, and 1/3 on May 23, 2014.

Remarks:

	/s/Victor A. Allums	03/12/2018
	** Signature of Reporting Person	Date
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).
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