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
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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*
RYAN FRANK J

(Last) (First) (Middle)
C/O PDI, INC. 1 ROUTE 17 SOUTH
SADDLE RIVER EXECUTIVE CENTRE

(Street)
SADDLE RIVER NJ 07458

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PDI INC [ PDII ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/26/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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(1) 7,658 D
Common Stock 11/26/2008 P 6,000 A $4 13,658 D
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
Stock Option (right to buy) $9.15 (2) 11/19/2012 Common Stock 10,000 10,000 D
Stock Option (right to buy) $17.6 (2) 07/15/2013 Common Stock 7,500 17,500 D
Stock Option (right to buy) $31.62 (2) 06/16/2014 Common Stock 7,500 25,000 D
Stock Option (right to buy) $11.49 (2) 06/07/2015 Common Stock 7,500 32,500 D
Restricted Stock Units (3) (4) (4) Common Stock 5,555 38,055 D
Explanation of Responses:
1. Includes 1,083 restricted shares of common stock that vest on 6/6/09.
2. Currently exercisable.
3. Each restricted stock unit represents a right to receive one share of PDI common stock.
4. Restricted stock units, one-third of which vest on June 4, 2009, June 4, 2010 and June 4, 2011.
Remarks:
Exhibit 24 Power of attorney filed as Exhibit 24 to Form 4 dated 6/7/05 and incorporated herein by reference.
Frank J. Ryan by Power of Attorney 12/01/2008
** 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.
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