-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LZIfcj0lwcrH5fcKWnwUuzG523bbZ5nYiAn9pqXk3Exu7ChGLS5hIFhPKtEljcpu XYs1aHD90sVnvEFNypKqHA== 0001188112-10-000960.txt : 20100414 0001188112-10-000960.hdr.sgml : 20100414 20100414160900 ACCESSION NUMBER: 0001188112-10-000960 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20100414 DATE AS OF CHANGE: 20100414 GROUP MEMBERS: DANIEL J. DONOGHUE GROUP MEMBERS: DISCOVERY GROUP I, LLC GROUP MEMBERS: MICHAEL R. MURPHY SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48923 FILM NUMBER: 10749567 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DISCOVERY EQUITY PARTNERS, LP CENTRAL INDEX KEY: 0001258542 IRS NUMBER: 300075082 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 312-265-9600 MAIL ADDRESS: STREET 1: C/O DISCOVERY GROUP I, LLC STREET 2: 191 N. WACKER DRIVE SUITE 1685 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DISCOVERY EQUITY PARTNERS LP DATE OF NAME CHANGE: 20030806 SC 13D/A 1 t67758_sc13da.htm SCHEDULE 13D (AMENDMENT NO. 2) t67758_sc13da.htm


 
UNITED STATES
OMB APPROVAL
 
SECURITIES AND EXCHANGE
COMMISSION
OMB Number:
3235-0145
 
Washington, D.C. 20549
Expires: February 28, 2009
 
SCHEDULE 13D
Estimated average burden hours per response. . 14.5
 
 
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
PRGX Global, Inc.
(Name of Issuer)
 
Common Stock, no par value
(Title of Class of Securities)
 
69357C503
(CUSIP Number)
 
Michael R. Murphy
Discovery Group I, LLC
191 North Wacker Drive
Suite 1685
Chicago, Illinois 60606
Telephone Number: (312) 265-9600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
April 12, 2010
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 
CUSIP No.  69357C503
 
 
1.
Names of Reporting Persons.
Discovery Equity Partners, L.P.
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
WC
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Illinois
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,475,383
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,475,383
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,475,383
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
6.3%
 
 
14.
Type of Reporting Person (See Instructions)
PN
 
 
 

 
CUSIP No.  69357C503
 
 
1.
Names of Reporting Persons.
Discovery Group I, LLC
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
Delaware
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,757,830
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,757,830
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,757,830
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.5%
 
 
14.
Type of Reporting Person (See Instructions)
OO
 
 
 
 

 
CUSIP No.  69357C503
 
 
1.
Names of Reporting Persons.
Daniel J. Donoghue
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,757,830
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,757,830
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,757,830
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.5%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
CUSIP No.  69357C503
 
 
1.
Names of Reporting Persons.
Michael R. Murphy
 
 
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
   
(a)
 o
   
(b)
 o
 
 
3.
SEC Use Only
 
 
4.
Source of Funds (See Instructions)
AF
 
 
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
6.
Citizenship or Place of Organization
United States of America
 
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7.
Sole Voting Power
None.
 
8.
Shared Voting Power
1,757,830
 
9.
Sole Dispositive Power
None.
 
10.
Shared Dispositive Power
1,757,830
 
 
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,757,830
 
 
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o
 
 
13.
Percent of Class Represented by Amount in Row (11)
7.5%
 
 
14.
Type of Reporting Person (See Instructions)
IN
 
 
 

 
 
Item 1.
Security and Issuer
 
     
 
This Amendment No. 2 (“Amendment No. 2”) relates to the Common Stock, no par value (the “Common Stock”), of PRGX Global, Inc., a Georgia corporation (the “Company”), which has its principal executive offices at 600 Galleria Parkway, Suite 100, Atlanta, Georgia 30339.  This Amendment No. 2 amends and supplements, as set forth below, the information contained in items 1, 3, 5 and 6 of the Schedule 13D filed by the Reporting Persons with respect to the Company on February 12, 2010, as amended by Amendment No. 1 thereto filed by the Reporting Persons with r espect to the Company on March 10, 2010 (as so amended, the “Schedule 13D”).  All capitalized terms used herein but not defined herein have the meanings set forth in the Schedule 13D.  Except as amended by this Amendment No. 2, all information contained in the Schedule 13D is, after reasonable inquiry and to the best of the Reporting Persons’ knowledge and belief, true, complete and correct as of the date of this Amendment No. 2.
     
Item 3.
Source and Amount of Funds or Other Consideration
 
     
 
Item 3 of the Schedule 13D is hereby amended to read in its entirety as follows:
   
 
The total purchase price for the 1,757,830 shares of Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy as of April 13, 2010 was approximately $9,737,187, and the total purchase price for the 1,475,383 shares of Common Stock beneficially owned by Discovery Equity Partners was approximately $8,165,523.  The source of such funds was the assets of Discovery Equity Partners and another private investment partnership (collectively, the “Partnerships”) over which Discovery Group exercises discretionary investment management authority, including proceeds of margin loans under margin loan facilities maintained in the ordinary course of business by the Partnership s with a broker on customary terms and conditions.  The Partnerships are the legal owner of all of the Common Stock beneficially owned by Discovery Group and Messrs. Donoghue and Murphy.
     
Item 5.
Interests in the Securities of the Issuer
 
   
 
Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
   
 
The information concerning percentages of ownership set forth below is based on 23,285,392 shares of Common Stock reported outstanding as of March 26, 2010 in the Company’s Annual Report on Form 10-K, for the fiscal year ended December 31, 2009.
   
 
Discovery Equity Partners beneficially owns 1,475,383 shares of Common Stock as of April 13, 2010, which represents 6.3% of the outstanding Common Stock.
   
 
Discovery Group beneficially owns 1,757,830 shares of Common Stock as of April 13, 2010, which represents 7.5% of the outstanding Common Stock.
   
 
Mr. Donoghue beneficially owns 1,757,830 shares of Common Stock as of April 13, 2010, which represents 7.5% of the outstanding Common Stock.
   
 
Mr. Murphy beneficially owns 1,757,830 shares of Common Stock as of April 13, 2010, which represents 7.5% of the outstanding Common Stock.
   
 
Discovery Group is the sole general partner of Discovery Equity Partners and has sole discretionary investment authority with respect to the other Partnership’s investment in the Common Stock.  Messrs. Donoghue and Murphy are the sole managing members of Discovery Group.  As a consequence, Discovery Group and Messrs. Donoghue and Murphy may be deemed to share beneficial ownership of all of the shares of Common Stock owned by both of the Partnerships, while Discovery Equity Partners shares beneficial ownership with Discovery Group and Messrs. Donoghue and Murphy of only the shares of Common Stock owned by it.
 
 
 

 
 
 
The transactions in Common Stock effected by the Reporting Persons since the date of the most recent filing on Schedule 13D are set out in Exhibit 1 hereto.
   
 
No person other than the Partnerships is known to any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the shares of Common Stock reported herein.
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
     
 
Item 6 of the Schedule 13D is hereby amended to read in its entirety as follows:
   
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) between or among any of the Reporting Persons and any other person with respect to any securities of the Company other than the governing documents of Discovery Group and the Partnerships, the margin loan facilities referred to under Item 3 above, the Joint Filing Agreements of the Reporting Persons with respect to the Schedule 13D that were included as exhibits thereto, the Joint Filing Agreement of the Reporting Persons with respect to this Amendment No. 2 included as Exhibit 2 to this Amendment No. 2, and the Powers of Attorney granted by Messrs Donoghue and Murphy with respect to reports under Section 13 o f the Securities Exchange Act of 1934, as amended, which Powers of Attorney are included as Exhibit 3 and Exhibit 4, respectively, to this Amendment No. 2.
 
Item 7.
Material to Be Filed as Exhibits
 
     
 
Exhibit 1:               List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
     
 
Exhibit 2:               Joint Filing Agreement dated as of April 14, 2010, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
     
 
Exhibit 3:               Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
 
     
 
Exhibit 4:               Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
 
 
 
 

 
Signature
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
 
April 14, 2010
 
 
Date
 
 
 
DISCOVERY GROUP I, LLC,
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
 
 
By:  Michael R. Murphy*
 
 
Signature
 
 
 
Michael R. Murphy, Managing Member
 
 
Name/Title
 
     
 
 
Daniel J. Donoghue*
 
 
Signature
 
 
 
Daniel J. Donoghue
 
 
Name/Title
 
     
 
 
Michael R. Murphy*
 
 
Signature
 
 
 
Michael R. Murphy
 
 
Name/Title
 
     
     
 
*By: /s/ Mark Buckley
 
 
Mark Buckley
Attorney-in-Fact for Daniel J. Donoghue
Attorney-in-Fact for Michael R. Murphy
 
     
 
 
 

 
Exhibit Index

 
Exhibit 1
 
List of transactions by Reporting Persons in the Company’s Common Stock since the date of the most recent filing on Schedule 13D.
       
 
Exhibit 2
 
Joint Filing Agreement dated as of April 14, 2010, by and among Discovery Equity Partners; Discovery Group; Daniel J. Donoghue; and Michael R. Murphy.
       
 
Exhibit 3
 
Power of Attorney of Daniel J. Donoghue, dated as of April 28, 2008.
       
 
Exhibit 4
 
Power of Attorney of Michael R. Murphy, dated as of April 28, 2008.
 
EX-1 2 ex1.htm EXHIBIT 1 ex1.htm
EXHIBIT 1
 
 
TRANSACTIONS DURING SINCE THE DATE OF THE MOST RECENT FILING ON SCHEDULE 13D
 
The Reporting Persons engaged in the following transactions in shares of Common Stock of the Company since the date of the most recent filing on Schedule 13D.  Such transactions involved the purchase of shares on the Nasdaq National Market System. The prices reported below reflect the weighted average purchase price of the shares of Common Stock purchased on the relevant date.  The Reporting Persons hereby undertake to provide upon request to the SEC staff full information regarding the number of shares and prices at which each transaction was effected.
Date
Type
 
Price
 
Shares
 
3/10/20101
Purchase
 
$5.8297
 
27986
 
3/11/20102
Purchase
 
5.7329
 
3600
 
3/12/20103
Purchase
 
3.7221
 
17050
 
3/15/20104
Purchase
 
3.6546
 
15600
 
3/16/20105
Purchase
 
5.7561
 
5027
 
3/17/20106
Purchase
 
5.8836
 
18503
 
3/18/20107
Purchase
 
5.9592
 
12450
 
3/19/20108
Purchase
 
5.8795
 
6620
 
3/22/20109
Purchase
 
5.963
 
7300
 
3/23/201010
Purchase
 
5.9889
 
17400
 
3/24/2010   
Purchase
 
5.94
 
7100
 
3/25/201011
Purchase
 
5.9497
 
26200
 
3/26/201012
Purchase
 
5.9433
 
1200
 
3/29/201013
Purchase
 
5.9926
 
10600
 
 

1 This transaction was executed in multiple trades at prices ranging from $5.69 - 5.91.
2 This transaction was executed in multiple trades at prices ranging from $5.68 - 5.80.
3 This transaction was executed in multiple trades at prices ranging from $5.65 - 5.80.
4 This transaction was executed in multiple trades at prices ranging from $5.61 - 5.71.
5 Due to incomplete data available to the Reporting Persons, the Reporting Persons are reporting the average price of transactions effected on this date.
6 This transaction was executed in multiple trades at prices ranging from $5.82 - 5.93.
7 This transaction was executed in multiple trades at prices ranging from $5.87 - 6.00.
8 This transaction was executed in multiple trades at prices ranging from $5.84 - 5.91.
9 This transaction was executed in multiple trades at prices ranging from $5.93 - 6.00.
10 This transaction was executed in multiple trades at prices ranging from $5.94 - 6.00.
11 This transaction was executed in multiple trades at prices ranging from $5.94 - 5.95.
12 This transaction was executed in multiple trades at prices ranging from $5.94 - 5.95.
13 This transaction was executed in multiple trades at prices ranging from $5.82 - 6.00.

 
 

 
 
 
Date
Type
 
Price
 
Shares
 
3/30/201014
Purchase
 
$5.8955
 
5100
 
3/31/201015
Purchase
 
5.9179
 
11934
 
4/1/201016
Purchase
 
5.9396
 
6610
 
4/5/201017
Purchase
 
5.9397
 
7600
 
4/6/201018
Purchase
 
5.8966
 
8777
 
4/7/201019
Purchase
 
5.8779
 
10497
 
4/8/201020
Purchase
 
5.8966
 
4530
 
4/9/201021
Purchase
 
5.9036
 
3722
 
4/12/201022
Purchase
 
5.9185
 
5853
 
4/13/201023
Purchase
 
5.9003
 
9604
 
 

14 This transaction was executed in multiple trades at prices ranging from $5.87 - 5.90.
15 This transaction was executed in multiple trades at prices ranging from $5.88 - 5.93.
16 This transaction was executed in multiple trades at prices ranging from $5.91 - 5.95.
17 This transaction was executed in multiple trades at prices ranging from $5.90 - 6.00.
18 This transaction was executed in multiple trades at prices ranging from $5.88 - 5.90.
19 This transaction was executed in multiple trades at prices ranging from $5.85 - 5.90.
20 This transaction was executed in multiple trades at prices ranging from $5.86 - 5.93.
21 This transaction was executed in multiple trades at prices ranging from $5.86 - 5.95.
22 This transaction was executed in multiple trades at prices ranging from $5.89 - 5.94.
23 This transaction was executed in multiple trades at prices ranging from $5.89 - 5.91.
EX-2 3 ex2.htm EXHIBIT 2 ex2.htm

EXHIBIT 2
 
JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of Amendment No. 2 to the Schedule 13D to which this Agreement is attached.
 
Dated:  April 14, 2010
 
 
DISCOVERY GROUP I, LLC
for itself and as general partner of
DISCOVERY EQUITY PARTNERS, L.P.
 
       
       
 
By
Michael R. Murphy*
 
   
Michael R. Murphy
 
   
Managing Member
 
       
       
  Daniel J. Donoghue*  
  Daniel J. Donoghue  
       
  Michael R. Murphy*  
  Michael R. Murphy  
       
       
       
 
*By:
/s/ Mark Buckley
 
   
Mark Buckley
 
   
Attorney-in-Fact for Daniel J. Donoghue
   
Attorney-in-Fact for Michael R. Murphy
 
EX-3 4 ex3.htm EXHIBIT 3 ex3.htm

EXHIBIT 3
 
POWER OF ATTORNEY
 
The undersigned, Daniel J. Donoghue, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
 
 
 
 
/s/ Daniel J. Donoghue
 
 
Daniel J. Donoghue
 
 
 
 
STATE OF ILLINOIS
)
 
) SS.
COUNTY OF COOK
)
 
I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Daniel J. Donoghue, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
Given under my hand and notarial seal, this 28th day of April, 2008.
 
 
/s/ Kareema M. Cruz
 
 
Notary Public
 
EX-4 5 ex4.htm EXHIBIT 4 ex4.htm

EXHIBIT 4
 
POWER OF ATTORNEY
 
The undersigned, Michael R. Murphy, hereby appoints Mark Buckley his true and lawful attorney-in-fact and agent, with full power to execute and file with the United States Securities and Exchange Commission and any stock exchange or similar authority, for and on his behalf in any and all capacities, any and all reports required to be filed pursuant to Section 13 of the Securities Exchange Act of 1934 and the rules thereunder on Schedule 13D or 13G, any and all amendments to such reports, with all exhibits, and any other forms or documents as may be necessary in connection with the filing of such reports with the United States Securities and Exchange Commission and any stock exchange or similar authority, granting unto said attorney full power and authority to do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete, as fully as the undersigned might or could do in person.
 
This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact and agent.
 
IN WITNESS WHEREOF the undersigned has caused this Power of Attorney to be executed this 28th day of April, 2008.
 
 
 
 
/s/ Michael R. Murphy
 
 
Michael R. Murphy
 
 
 
 
STATE OF ILLINOIS
)
 
) SS.
COUNTY OF COOK
)
 
I, Kareema M. Cruz, a Notary Public in and for the County of Cook, State of Illinois, DO HEREBY CERTIFY that Michael R. Murphy, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act, for the uses and purposes therein set forth.
 
Given under my hand and notarial seal, this 28th day of April, 2008.
 
 
/s/ Kareema M. Cruz
 
 
Notary Public
 
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