SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Cochrane Michael

(Last)

(First)

(Middle)

600 GALLERIA PARKWAY

SUITE 100

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/24/2014

3. Issuer Name and Ticker or Trading Symbol
PRGX GLOBAL, INC. [ PRGX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Global Client Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	59,746⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options	⁽²⁾	09/19/2014	Common Stock	10,000	$13.54	D
Stock Options	⁽²⁾	09/16/2015	Common Stock	3,704	$9.51	D
Stock Options	⁽²⁾	05/25/2016	Common Stock	7,213	$2.82	D
Stock Options	⁽²⁾	06/22/2017	Common Stock	8,333	$3.96	D
Stock Options	⁽²⁾	02/16/2018	Common Stock	10,000	$6.09	D
Stock Options	⁽³⁾	05/22/2018	Common Stock	8,750	$7.41	D
Stock Options	⁽⁴⁾	06/18/2019	Common Stock	9,375	$7.53	D
Stock Options	⁽⁵⁾	06/16/2020	Common Stock	24,375	$5.55	D

Explanation of Responses:

1. Includes the following shares of restricted stock: (i) 2,918 shares that vest in full on May 23, 2014; (ii) 6,250 shares that vest in two equal installments on each of June 19, 2014 and 2015; and (iii) 24,375 shares that vest in three equal installments on each of June 17, 2014, 2015 and 2016.

2. Fully vested options.

3. Option vests in three equal installments. The first two installments became exercisable on May 23, 2012 and 2013, respectively, and the last installment becomes exercisable on May 23, 2014.

4. Option vests in three equal installments. The first installment became exercisable on June 19, 2013, and the next two installments become exercisable on each of June 19, 2014 and 2015.

5. Option vests in three equal installments on each of June 17, 2014, 2015 and 2016.

Remarks:

	/s/ Victor A. Allums, as Attorney-in-Fact for Michael Cochrane	05/05/2014
	** 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 5 (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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