0001209191-21-017619.txt : 20210304 0001209191-21-017619.hdr.sgml : 20210304 20210304100446 ACCESSION NUMBER: 0001209191-21-017619 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210303 FILED AS OF DATE: 20210304 DATE AS OF CHANGE: 20210304 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Abkemeier Kurt CENTRAL INDEX KEY: 0001334575 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 21712811 MAIL ADDRESS: STREET 1: C/O PROGRESS SOFTWARE CORPORATION STREET 2: 14 OAK PARK DRIVE CITY: BEDFORD STATE: MA ZIP: 01730 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-03-03 1 0001007330 PRGX GLOBAL, INC. PRGX 0001334575 Abkemeier Kurt 600 GALLERIA PARKWAY, SUITE 100 ATLANTA GA 30339 0 1 0 0 Chief Financial Officer Common Stock, no par value 2021-03-03 4 D 0 40496 7.71 D 87335 D Common Stock, no par value 2021-03-03 4 D 0 10668 7.71 D 76667 D Common Stock, no par value 2021-03-03 4 D 0 60000 7.71 D 16667 D Common Stock, no par value 2021-03-03 4 D 0 16667 7.71 D 0 D Performance-based Restricted Stock Unit 2021-03-03 4 D 0 110000 D Common Stock, no par value 110000 0 D Performance-based Restricted Stock Unit 2021-03-03 4 D 0 24000 D Common Stock, no par value 24000 0 D Performance-based Restricted Stock Unit 2021-03-03 4 D 0 79500 D Common Stock, no par value 79500 0 D Stock Option (right to buy) 8.96 2021-03-03 4 D 0 100000 0.00 D 2026-01-02 Common Stock, no par value 100000 0 D Disposed of pursuant to the Agreement and Plan of Merger dated as of December 24, 2020 (the "Merger Agreement"), by and among PRGX Global, Inc., a Georgia Corporation (the "Company"), Pluto Acquisitionco Inc., a Delaware corporation ("Parent"), and Pluto Merger Sub Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company restricted stock award subject to time-vesting restrictions, whether vested or unvested, was cancelled and converted into the right to receive a cash payment, without interest, equal to (i) $7.71 multiplied by (ii) the total number of shares of Company restricted stock subject to such award, less any required withholding taxes. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company restricted stock unit award subject to performance-based vesting restrictions (each, a "Company PBU"), whether vested or unvested, was cancelled and converted into the right to receive a cash payment, without interest, equal to (i) $7.71 multiplied by (ii) the total number of shares of Company common stock subject to such Company PBU (provided the number of shares of Company common stock subject to a Company PBU will be deemed to be the number of shares eligible to vest assuming target performance of such Company PBU), less any required withholding taxes. These stock options were cancelled at the effective time of the Merger in exchange for no consideration because the exercise price of such options was equal to or greater than $7.71 (the per share merger consideration). /s/ Victor A. Allums as Attorney-in-Fact for Kurt Abkemeier 2021-03-04