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
PRGX GLOBAL, 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) 12/11/2012 | ||||||||||||||||||||||||||
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 | 12/11/2012 | S(7) | 3,088 | D | $6.0066 | 0 | D(1) | |||
Common Stock | 12/11/2012 | S(7) | 14,807 | D | $6.0066 | 0 | D(2)(4) | |||
Common Stock | 12/11/2012 | S(7) | 1,369 | D | $6.0066 | 0 | D(3)(4) | |||
Common Stock | 12/11/2012 | S(7) | 2,674,822 | D | $6.0066 | 0 | D(5) | |||
Common Stock | 12/11/2012 | S(7) | 55,148 | D | $6.0066 | 0 | D(6) |
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 |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities were owned directly by Richard C. Blum & Associates, Inc. ("RCBA Inc.") |
2. These shares were owned directly by Blum Capital Partners, L.P. ("Blum LP"). They may be deemed to be owned indirectly by RCBA Inc., as described in Note (4). RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein. |
3. These shares were owned directly by BK Capital Partners IV, L.P. |
4. These securities may have been deemed to be owned indirectly by the following parties: (i) Blum LP, the general partner of the limited partnerships described in Notes (2) and (3); and (ii) 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. |
5. These securities were owned directly by Blum Strategic Partners II, L.P ("Strategic II"). The securities also may have been 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. |
6. These securities were owned directly by Blum Strategic Partners II GMBH & Co. KG ("Strategic II KG"). The securities also may have been 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. |
7. On December 5, 2012, RCBA Inc., Blum LP, BK Capital Partners IV, L.P., Strategic II and Strategic II KG (collectively, the "Blum Selling Stockholders"), together with other selling stockholders, entered into that certain Underwriting Agreement (the "Underwriting Agreement") with the Issuer and William Blair & Company, L.L.C. as the representative (the "Representative") of the several underwriters party thereto (the "Underwriters"). Pursuant to the Underwriting Agreement, the Blum Selling Stockholders sold to the Underwriters an aggregate of 2,749,243 shares of Common Stock of the Issuer at a price of $6.0066 per share (net of underwriting discounts and commissions), in an underwritten public offering pursuant to the Issuer's Registration Statement on Form S-3 (Registration No. 333-185027) and the prospectus supplements filed by the Issuer with the Commission on November 27, 2012 and December 6, 2012 (the "Offering") which closed on December 11, 2012. |
Remarks: |
See Attached Signature Page | 12/12/2012 | |
** 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. |