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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BLUM CAPITAL PARTNERS LP (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PRG SCHULTZ INTERNATIONAL INC [ PRGX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/02/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2007		J(15)		6,170	D	$0	0	D(1)(10)
Common Stock	01/03/2007		J(16)		4,767	D	$0	14,762	D(2)(10)
Common Stock								17,870	D(3)(10)
Common Stock								17,376	D(4)(10)
Common Stock								8,300	D(5)(10)
Common Stock	01/03/2007		J(16)		4,767	A	$0	4,767	D(6)(10)
Common Stock								11,770	D(7)
Common Stock								827,640	D(8)
Common Stock								17,065	D(9)
Common Stock								53	D(11)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
10.0% Senior Convertible Notes due 2011	$6.5	01/03/2007		J(16)			903,464	(12)	03/15/2011	Common Stock	138,995	(13)	$2,797,464	D(2)(10)
Series A Convertible Participating Preferred Stock	(14)	01/03/2007		J(16)			1,794	(12)	03/15/2011	Common Stock	79,162	(14)	5,553	D(2)(10)
10.0% Senior Convertible Notes due 2011	$6.5	01/03/2007		J(16)		903,464		(12)	03/15/2011	Common Stock	138,995	(13)	$903,464	D(6)(10)
Series A Convertible Participating Preferred Stock	(14)	01/03/2007		J(16)		1,794		(12)	03/15/2011	Common Stock	79,162	(14)	1,794	D(6)(10)

1. Name and Address of Reporting Person* BLUM CAPITAL PARTNERS LP (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RICHARD C BLUM & ASSOCIATES INC (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLUM STRATEGIC GP LLC (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BLUM STRATEGIC GP II LLC (Last) (First) (Middle) 909 MONTGOMERY STREET, SUITE 400 (Street) SAN FRANCISCO CA 94133 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares were owned directly by Stinson Capital Fund (Cayman), Ltd.

2. These securities are owned directly by Stinson Capital Partners, L.P. ("Stinson LP")

3. These securities are owned directly by Stinson Capital Partners II, L.P

4. These securities are owned directly by Stinson Capital Partners (QP), L.P.

5. These shares are owned directly by BK Capital Partners IV, L.P.

6. These securities are owned directly by Stinson Dominion, L.P. ("Stinson Dominion")

7. These shares are owned directly by Blum Strategic Partners, L.P. ("Blum Strategic"). The shares also may be deemed to be owned indirectly by Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Blum Strategic. Blum GP disclaims beneficial ownership of these sharess, except to the extent of any pecuniary interest therein.

8. These securities are owned directly by Blum Strategic Partners II, L.P ("Strategic II"). The securities also may be deemed to be owned indirectly by Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II. Blum GP II disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

9. These securities are owned directly by Blum Strategic Partners II GMBH & Co. KG ("Strategic II KG"). The securities also may be deemed to be owned indirectly by Blum GP II, the managing limited partner of Strategic II KG. Blum GP II disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

10. These securities may be deemed to be owned indirectly by the following parties: (i) Blum LP, an investment manager with voting and investment discretion for the investment advisory account described in Note (1) and the general partner of the limited partnerships described in Notes (2), (3), (4) (5) and (6); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership in these securities, except to the extent of any pecuniary interest therein.

11. These securities are directly owned by Blum LP. They may be deemed to be owned indirectly by RCBA Inc., as described in Note (9) above. RCBA Inc. disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.

12. Immediately exercisable.

13. The 10.0% Senior Convertible Notes ("Notes") are due March 15, 2011 and are convertible into common stock at a current conversion price per share of $6.50.

14. The Series A Convertible Participating Preferred Stock (the "Series A") accrues dividends at a cumulative annual rate of 9% of the then-effective liquidation preference per share on each March 15 and September 15, commencing on September 15, 2006. Declared dividends are paid in cash. When dividends are undeclared on the dividend payment date, the liquidation preference on the Series A will be increased. On September 15, 2006, the liquidation preference for the Series A was $125.34 per share, therefore each Series A share is convertible into shares of common stock at a conversion price of $2.8405 per share.

15. This transaction represents an in-kind liquidating distribution of common stock by Stinson Capital Fund (Cayman), Ltd. to its shareholders.

16. A limited partner of Stinson LP received a pro-rata distribution of the assets and liabilities of Stinson LP which it immediately contributed to Stinson Dominion. There was no net change in the number of securities owned, controlled, or voted collectively by the Reporting Persons. For accounting and tax purposes, the distribution and contribution are effective January 1, 2007.

Remarks:

	See Attached Signature Page	01/04/2007
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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