0001209191-17-024273.txt : 20170403
0001209191-17-024273.hdr.sgml : 20170403
20170403185152
ACCESSION NUMBER: 0001209191-17-024273
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170330
FILED AS OF DATE: 20170403
DATE AS OF CHANGE: 20170403
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: Cochrane Michael
CENTRAL INDEX KEY: 0001606872
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28000
FILM NUMBER: 17735786
MAIL ADDRESS:
STREET 1: 600 GALLERIA PARKWAY
STREET 2: SUITE 100
CITY: ATLANTA
STATE: GA
ZIP: 30342
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-03-30
0
0001007330
PRGX GLOBAL, INC.
PRGX
0001606872
Cochrane Michael
600 GALLERIA PARKWAY
SUITE 100
ATLANTA
GA
30339
0
1
0
0
SVP, Global Client Operations
Common Stock
2017-03-30
4
A
0
20000
0.00
A
102125
D
Performance-Based Restricted Stock Unit
2017-03-30
4
A
0
30000
0.00
A
Common Stock
30000
30000
D
Grant of restricted stock that vests in three equal installments on each of March 30, 2018, 2019 and 2020.
Includes (i) 13,334 shares that vest on June 27, 2017 and (ii) 20,000 shares of restricted stock that vest in three equal installments on each of March 30, 2018, 2019 and 2020.
Each Performance-Based Restricted Stock Unit ("Unit") corresponds to a share of common stock of the Company. If vested, 100% of the vested Units will be paid in whole shares of common stock. 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, 2018. The Units will become payable, if at all, no later than 15 days after the Company's Compensation Committee determines the performance criteria achieved for the performance period (which determination cannot, in any event, be earlier than January 2019 or after April 2019).
At the threshold performance level, 35% of the Units will become vested and payable and at the target performance level, 100% 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 100% 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 performance levels required for vesting of any of the Units will require substantial improvement over the Company's comparable performance in 2016.
/s/ Victor A. Allums, as Attorney-in-Fact, for Michael Cochrane
2017-04-03