0001019687-16-005005.txt : 20160203 0001019687-16-005005.hdr.sgml : 20160203 20160203161525 ACCESSION NUMBER: 0001019687-16-005005 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160203 DATE AS OF CHANGE: 20160203 GROUP MEMBERS: B. RILEY & CO., LLC GROUP MEMBERS: B. RILEY CAPITAL MANAGEMENT, LLC GROUP MEMBERS: BRC PARTNERS OPPORTUNITY FUND, LP GROUP MEMBERS: BRYANT R. RILEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PRGX GLOBAL, INC. CENTRAL INDEX KEY: 0001007330 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ENGINEERING, ACCOUNTING, RESEARCH, MANAGEMENT [8700] IRS NUMBER: 582213805 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48923 FILM NUMBER: 161385049 BUSINESS ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 BUSINESS PHONE: 7707796610 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY STREET 2: STE 100 CITY: ATLANTA STATE: GA ZIP: 30339-5949 FORMER COMPANY: FORMER CONFORMED NAME: PRG-SCHULTZ INTERNATIONAL, INC. DATE OF NAME CHANGE: 20080327 FORMER COMPANY: FORMER CONFORMED NAME: PRG SCHULTZ INTERNATIONAL INC DATE OF NAME CHANGE: 20020125 FORMER COMPANY: FORMER CONFORMED NAME: PROFIT RECOVERY GROUP INTERNATIONAL INC DATE OF NAME CHANGE: 19960207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BRC Partners Opportunity Fund, LP CENTRAL INDEX KEY: 0001642765 IRS NUMBER: 474031162 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 SC 13G/A 1 prgx_13ga1-123115.htm SCHEDULE 13G AMENDMENT

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

______________

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b) (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No. 1)

 

PRGX Global, Inc.

 

(Name of Issuer)

 

Common Stock

 

(Title of Class of Securities)

 

69357C503

 

(CUSIP Number)

 

December 31, 2015

 

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[_]Rule 13d-1(b)
[X]Rule 13d-1(c)
[_]Rule 13d-1(d)

 

 
 

 

Cusip No. 69357C503 Schedule 13G Page 2 of 10

 

 



1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BRC Partners Opportunity Fund, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [_]

(b) [X]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

- 0 -

  6

SHARED VOTING POWER

 

1,178,173

  7

SOLE DISPOSITIVE POWER

 

- 0 -

  8

SHARED DISPOSITIVE POWER

 

1,178,173

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,178,173

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*    [_]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.2%

12

TYPE OF REPORTING PERSON*

 

PN

 

 
 

 

Cusip No. 69357C503 Schedule 13G Page 3 of 10

 


1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

B. Riley Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [_]

(b) [X]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

- 0 -

  6

SHARED VOTING POWER

 

1,178,173

  7

SOLE DISPOSITIVE POWER

 

- 0 -

  8

SHARED DISPOSITIVE POWER

 

1,178,173

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,178,173

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     [_]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.2%

12

TYPE OF REPORTING PERSON*

 

IA

 

 
 

 

Cusip No. 69357C503 Schedule 13G Page 4 of 10

 


1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

B. Riley & Co., LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [_]

(b) [X]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

- 0 -

  6

SHARED VOTING POWER

 

175,644

  7

SOLE DISPOSITIVE POWER

 

- 0 -

  8

SHARED DISPOSITIVE POWER

 

175,644

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

175,644

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     [_]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

Less than 1%

12

TYPE OF REPORTING PERSON*

 

BD

 

 
 
Cusip No. 69357C503 Schedule 13G Page 5 of 10

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bryant R. Riley

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [_]

(b) [X]

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

- 0 -

  6

SHARED VOTING POWER

 

1,353,817

  7

SOLE DISPOSITIVE POWER

 

- 0 -

  8

SHARED DISPOSITIVE POWER

 

1,353,817

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,353,817

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*     [_]
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.9%

12

TYPE OF REPORTING PERSON*

 

IN

 

 
 

 

Cusip No. 69357C503 Schedule 13G Page 6 of 10

 

Item 1(a). Name of Issuer:
   
  PRGX Global, Inc., a Georgia corporation (the “Issuer”).
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  600 Galleria Parkway, Suite 100
  Atlanta, GA 30339-5986
   
Item 2(a). Name of Person Filing:
   
  BRC Partners Opportunity Fund, L.P., a Delaware limited partnership (“BPOF”)
  B. Riley Capital Management, LLC, a New York limited liability company (“BRCM”)
  B. Riley & Co., LLC, a Delaware limited liability company (“BRC”)
  Bryant R. Riley (“Mr. Riley”)
   
  Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
   
Item 2(b). Address of Principal Business Office or, if None, Residence:
   
  The principal business address of each of BPOF, BRCM, BRC and Mr. Riley is:
  11100 Santa Monica Blvd. Suite 800
  Los Angeles, CA 90025
   
Item 2(c). Citizenship:
   
  The citizenship of each of BPOF and BRC is Delaware.
  The citizenship of each of BRCM is New York.
  The citizenship of Mr. Riley is the United States of America.  
   
Item 2(d). Title of Class of Securities:
   
  Common Stock (the “Common Stock”)
   
Item 2(e). CUSIP Number:
   
  69357C503

 

 
 

 

Cusip No. 69357C503 Schedule 13G Page 7 of 10

 

   
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

   x Not applicable.
       
  (a)  o Broker or dealer registered under Section 15 of the Exchange Act.
       
  (b)  o Bank as defined in Section 3(a)(6) of the Exchange Act.
       
  (c)  o Insurance company as defined in Section 3(a)(19) of the Exchange Act.
       
  (d)  o Investment company registered under Section 8 of the Investment Company Act.
       
  (e)  o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
       
  (f)  o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
       
  (g)  o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
       
  (h)  o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
       
  (i)  o A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
       
  (j)  o Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
       
  (k)  o Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

 
 

 

Cusip No. 69357C503 Schedule 13G Page 8 of 10

 

 

Item 4. Ownership
   
(a) Amount beneficially owned:
   
  As of the close of business on December 31, 2015, BPOF beneficially owned 1,178,173 shares of Common Stock.  BRCM, as the investment advisor and general partner of BPOF, may be deemed to beneficially own the 1,178,173 shares of Common Stock directly owned by BPOF.  Mr. Riley, as Chairman of BRCM and Portfolio Manager of BPOF, may be deemed to beneficially own the 1,178,173 shares of Common Stock directly owned by BRCM.  
   
  As of the close of business on December 31, 2015, BRC beneficially owned 175,644 shares of Common Stock.  Mr. Riley, as the Chairman of BRC, may be deemed to beneficially own the 175,644 shares of Common Stock directly owned by BRC.
   
  By virtue of his relationships with BPOF, BRCM and BRC discussed above, Mr. Riley may also be deemed to beneficially own the 1,178,173 shares of Common Stock beneficially owned by BPOF, the 1,178,173 shares of Common Stock beneficially owned by BRCM and the 175,644 shares of Common Stock beneficially owned by BRC.
   
  The foregoing should not be construed as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person.  Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock that are not directly owned by such Reporting Person, except to the extent of their pecuniary interest therein.
   
(b) Percent of class:
   
  The aggregate percentage of Shares reported owned by each Reporting Person is based upon 22,859,734 shares of Common Stock as reported in the Issuer’s Form 10-Q for the quarterly period ending September 30, 2015 as filed with the SEC on November 6, 2015.
   
  As of the close of business on December 31, 2015, BPOF and BRCM beneficially owned directly 1,178,173 Shares and BRC beneficially owned directly 175,644 Shares, constituting approximately 5.2% and less than 1% respectively, of the Shares outstanding.
   
  BRCM, as the investment manager and general partner of BPOF may be deemed to beneficially own the 1,178,173 Shares directly beneficially owned in the aggregate by BPOF, constituting approximately 5.2% of the Shares outstanding.
   
  Mr. Riley, as the Portfolio Manager of BPOF, the Chief Executive Officer of BRCM and the Chairman of BRC, may be deemed to beneficially own the 1,353,817 Shares beneficially owned in the aggregate by BPOF, BRCM and BRC constituting approximately 5.9% of the Shares outstanding.

 

 

 
 

 

Cusip No. 69357C503 Schedule 13G Page 9 of 10

 

(c) Number of shares as to which such person has:
     
  (i) Sole power to vote or to direct the vote
     
    See Cover Pages Items 5-9.
     
  (ii) Shared power to vote or to direct the vote
     
    See Cover Pages Items 5-9.
     
  (iii) Sole power to dispose or to direct the disposition of
     
    See Cover Pages Items 5-9.
     
  (iv) Shared power to dispose or to direct the disposition of
     
    See Cover Pages Items 5-9.
 

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ] 
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
   
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not Applicable.
   
Item 10. Certifications.
   
  By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 
 
Cusip No. 69357C503 Schedule 13G Page 10 of 10

 

SIGNATURE

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Dated: February 3, 2016 BRC PARTNERS OPPORTUNITY FUND, LP
   
  By: B. Riley Capital Management, LLC,
  its General Partner
   
  By: /s/ Bryant R.Riley
  Name: Bryant R. Riley
  Title: Chief Executive Officer

 

  B. RILEY CAPITAL MANAGEMENT, LLC
   
  By: /s/ Bryant R. Riley
  Name: Bryant R. Riley
  Title: Chief Executive Officer

 

 

  B. RILEY & CO., LLC
   
  By: /s/ Bryant R. Riley
  Name: Bryant R. Riley
  Title: Chairman

 

 

BRYANT RILEY

   
  By: /s/ Bryant R. Riley
  Name: Bryant R. Riley