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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRG SCHULTZ INTERNATIONAL INC [ PRGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/05/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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(1)(2) | 09/05/2006 | S | 10,815 | D | $2.57 | 14,305 | D | |||
Common Stock(1)(2) | 09/05/2006 | P | 10,815 | A | $2.57 | 25,120 | D | |||
Common Stock(1)(2) | 09/11/2006 | S | 100 | D | $4.3 | 25,020 | D | |||
Common Stock(1)(2) | 09/13/2006 | S | 100 | D | $5.13 | 24,920 | D | |||
Common Stock(1)(2) | 09/13/2006 | S | 11,079 | D | $5.19 | 13,841 | D | |||
Common Stock(1)(2) | 09/14/2006 | S | 100 | D | $5.27 | 13,741 | D | |||
Common Stock(1)(2) | 09/15/2006 | S | 550 | D | $5.96 | 13,191 | D | |||
Common Stock(1)(2) | 09/18/2006 | S | 200 | D | $5.94 | 12,991 | D | |||
Common Stock(1)(2) | 09/18/2006 | S | 2,200 | D | $5.67 | 10,791 | D | |||
Common Stock(1)(2) | 09/19/2006 | S | 300 | D | $5.9 | 10,491 | D | |||
Common Stock(1)(2) | 09/20/2006 | P | 100 | A | $5.93 | 10,591 | D | |||
Common Stock(1)(2) | 09/20/2006 | P | 200 | A | $5.79 | 10,791 | D | |||
Common Stock(1)(2) | 09/20/2006 | P | 200 | A | $5.91 | 10,991 | D | |||
Common Stock(1)(2) | 09/20/2006 | P | 200 | A | $5.93 | 11,191 | D | |||
Common Stock(1)(2) | 09/20/2006 | P | 3,100 | A | $5.93 | 14,291 | D | |||
Common Stock(1)(2) | 09/21/2006 | P | 200 | A | $5.93 | 14,491 | D | |||
Common Stock(1)(2) | 09/21/2006 | P | 2,300 | A | $6.01 | 16,791 | D | |||
Common Stock(1)(2) | 09/22/2006 | P | 1,500 | A | $6 | 18,291 | D | |||
Common Stock(1)(2) | 09/25/2006 | P | 1,200 | A | $5.97 | 19,491 | D | |||
Common Stock(1)(2) | 09/26/2006 | S | 100 | D | $5.93 | 19,391 | D | |||
Common Stock(1)(2) | 09/26/2006 | S | 100 | D | $5.9 | 19,291 | D | |||
Common Stock(1)(2) | 09/26/2006 | S | 300 | D | $5.93 | 18,991 | D | |||
Common Stock(1)(2) | 09/28/2006 | P | 400 | A | $5.76 | 19,391 | D | |||
Common Stock(1)(2) | 09/28/2006 | P | 315 | A | $5.74 | 19,706 | D | |||
Common Stock(1)(2) | 09/28/2006 | P | 85 | A | $5.81 | 19,791 | D | |||
Common Stock(1)(2) | 09/28/2006 | P | 700 | A | $5.7 | 20,491 | D | |||
Common Stock(1)(2) | 09/29/2006 | P | 27 | A | $5.73 | 20,518 | D | |||
Common Stock(1)(2) | 09/29/2006 | S | 200 | D | $5.74 | 20,318 | D | |||
Common Stock(1)(2) | 09/29/2006 | S | 100 | D | $5.76 | 20,218 | D | |||
Common Stock(1)(2) | 09/29/2006 | S | 100 | D | $5.76 | 20,118 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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(1)(2) | $6.5 | 09/15/2006 | J(3) | 231,152 | (4) | 03/15/2011 | Common Stock | 35,562 | (5) | 754,793 | D |
Explanation of Responses: |
1. This Form 4 is being filed by more than one reporting person. Morgan Stanley & Co. Incorporated is a wholly owned subsidiary of Morgan Stanley. All securities held directly by Morgan Stanley & Co. Incorporated are held indirectly by Morgan Stanley. |
2. The reporting persons have disgorged to the issuer $34,902.23 in short-swing profits as a consequence of the transactions reported on the Forms 4 dated 11/09/2006 pursuant to Section 16(b) of the Exchange Act of 1934. |
3. Amount represents a payment in kind for interest due on the 10.0% Senior Convertible Notes ("Notes"). Interest is due on the Notes at a rate of 10% per annum on the principal amount, payable semi-annually on March 15 and September 15, commencing on September 15, 2006. The Issuer can pay interest in cash or by issuing additional new Notes. On September 15, 2006, the Issuer paid interest by issuing new Notes. |
4. Immediately exercisable. |
5. The Notes are convertible into common stock at a current conversion price per share of $6.50. |
Morgan Stanley, By: /s/ Jill Ostergaard, Managing Director | 11/09/2006 | |
Morgan Stanley & Co. Incorporated, By: /s/ Jill Ostergaard, Managing Director | 11/09/2006 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |