0001209191-16-118441.txt : 20160509
0001209191-16-118441.hdr.sgml : 20160509
20160509151932
ACCESSION NUMBER: 0001209191-16-118441
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160505
FILED AS OF DATE: 20160509
DATE AS OF CHANGE: 20160509
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: DePrima Salvatore
CENTRAL INDEX KEY: 0001673908
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28000
FILM NUMBER: 161631389
MAIL ADDRESS:
STREET 1: 600 GALLERIA PARKWAY, SUITE 100
CITY: ATLANTA
STATE: GA
ZIP: 30339
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-05-05
0
0001007330
PRGX GLOBAL, INC.
PRGX
0001673908
DePrima Salvatore
600 GALLERIA PARKWAY
SUITE 100
ATLANTA
GA
30339
0
1
0
0
SVP-Growth and Market Develop
Performance-Based Restricted Stock Unit
2016-05-05
4
A
0
60000
0.00
A
Common Stock
60000
60000
D
Stock Option
4.79
2016-05-05
4
A
0
60000
0.00
A
2023-05-04
Common Stock
60000
60000
D
Each Performance-Based Restricted Stock Unit ("Unit") corresponds to a share of common stock of the Company. If vested, 43% of the vested Units will be paid in whole shares of common stock and the remaining Units will be paid in cash in an amount equal to the remaining vested Units. 65% of the Units vest and become payable based on the cumulative revenue from continuing operations and 35% of the Units vest and become payable on the cumulative adjusted EBITDA from continuing operations that the Company achieves, in each case, for the two-year performance period ending December 31, 2017. The Units will become payable, if at all, no later than 15 days after the Company's Compensation Committee determines the financial performance achieved for the performance period (which determination cannot, in any event, be earlier than January 2018 or after April 2018).
At the threshold performance level, 35% of the Units will become vested and payable; at the target performance level, 100% of the Units will become vested and payable; and at the maximum performance level, 150% of the Units will become vested and payable. If performance falls between the stated performance levels the percentage of Units that shall become vested and payable will be based on a straight line interpolation between such stated performance levels (although the Units may not become vested and payable for more than 150% of the Units and no Units shall become vested and payable if performance does not equal or exceed the applicable threshold performance level).
The target performance level is consistent with the Company's long term growth plan and aligned with financial performance expected to result in meaningful enterprise value creation. Achievement of the revenue and adjusted EBITDA peformance levels required for vesting of Units at the target performance level will require substantial improvement over the Company's comparable performance in 2015.
Option vests in three equal installments on each of May 5, 2017, 2018 and 2019.
/s/ Victor A. Allums, as Attorney-in-fact for Salvatore DePrima
2016-05-09