X0202 4 2007-12-28 0 0001348155 Global Employment Holdings, Inc. GEYH 0001358905 Pennington Stephen C/O GLOBAL EMPLOYMENT HOLDINGS, INC. 10375 PARK MEADOWS DRIVE, SUITE 375 LONE TREE CO 80124 0 1 0 0 Pres of staffing services seg. Common Stock 2007-12-28 4 M 0 262 1.64 A 461259 D Common Stock 2007-12-28 4 F 0 175 2.45 D 461084 D Common Stock 2007-12-28 4 M 0 66667 0.9915 A 527751 D Common Stock 2007-12-28 4 F 0 26980 2.45 D 500771 D Senior Secured Convertible Notes 4.40 2006-09-29 2011-03-30 Common Stock 2614 11500 D Options (Right to Buy) 3 2007-02-14 2017-02-13 Common Stock 72011 72011 D Options (Right to Buy) 3 2008-08-16 2017-08-15 Common Stock 4700 4700 D Common Stock Warrants (Right to Buy) 1.80 2007-12-28 4 D 0 66667 0 D 2007-09-30 2014-09-30 Common Stock 66667 0 D Common Stock Warrants (Right to Buy) .9915 2007-12-28 4 A 0 66667 0 A 2007-12-28 2007-12-29 Common Stock 66667 66667 D Common Stock Warrants (Right to Buy) .9915 2007-12-28 4 M 0 66667 0 D 2007-12-28 2007-12-29 Common Stock 66667 0 D Common Stock Warrants (Right to Buy) 4.4 2007-12-28 4 D 0 262 0 D 2006-09-29 2011-03-30 Common Stock 262 0 D Common Stock Warrants (Right to Buy) 1.64 2007-12-28 4 A 0 262 0 A 2007-12-28 2007-12-29 Common Stock 262 262 D Common Stock Warrants (Right to Buy) 1.64 2007-12-28 4 M 0 262 0 D 2007-12-28 2007-12-29 Common Stock 262 0 D Includes: (i) 2,614 shares of common stock issuable upon conversion of convertible notes, whether or not presently convertible and (iii) 76,711 shares of common stock underlying options to purchase common stock, whether or not presently exercisable. Acquired on this date by the reporting person, but first exercisable or convertible, as applicable, under its terms on March 31, 2006. Maturity date. Pursuant to the terms of a Warrant Exercise and Cancellation Agreement dated December 26, 2007 between the issuer and the reporting person, the issuer for no consideration, repriced the warrants by lowering the exercise price, resulting in a deemed disposition of warrants to purchase 66,667 shares of common stock at an exercise price of $1.80 per share and a deemed acquisition of warrants to purchase 66,667 shares of common stock at an exercise price of $0.9915 per share. Options vest in three equal annual installments, beginning on this date. The conversion price of these convertible notes and the number of shares of the issuer's common stock issuable upon conversion of these convertible notes, each previously reported on Form 4 by the reporting person, automatically adjusted on September 30, 2007 pursuant to the terms of the convertible notes and remain subject to future automatic adjustment pursuant to the terms of the convertible notes. Pursuant to the terms of a Warrant Exercise and Cancellation Agreement dated December 26, 2007 between the issuer and the reporting person, the issuer for no consideration, repriced the warrants by lowering the exercise price, resulting in a deemed disposition of warrants to purchase 262 shares of common stock at an exercise price of $4.40 per share and a deemed acquisition of warrants to purchase 262 shares of common stock at an exercise price of $1.64 per share. /s/ Stephen Pennington 2008-01-02