0001209191-18-034460.txt : 20180531 0001209191-18-034460.hdr.sgml : 20180531 20180531180959 ACCESSION NUMBER: 0001209191-18-034460 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180529 FILED AS OF DATE: 20180531 DATE AS OF CHANGE: 20180531 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Winstone Louise P CENTRAL INDEX KEY: 0001673272 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28000 FILM NUMBER: 18872902 MAIL ADDRESS: STREET 1: 600 GALLERIA PARKWAY, SUITE 100 CITY: ATLANTA STATE: GA ZIP: 30339 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-05-29 0 0001007330 PRGX GLOBAL, INC. PRGX 0001673272 Winstone Louise P 600 GALLERIA PARKWAY ATLANTA GA 30339 0 1 0 0 SVP - Human Resources Common Stock 2018-05-29 4 A 0 11436 0.00 A 38079 D Performance-Based Restricted Stock Unit 2018-05-29 4 A 0 17064 0.00 A Common Stock 17064 17064 D Grant of restricted stock that vests in three equal installments on each of May 29, 2019, 2020 and 2021. Includes (i) 8,800 shares of restricted stock that vest in two equal installments on each of March 30, 2019 and 2020 and (ii) 11,436 shares of restricted stock that vest in three equal installments on each of May 29, 2019, 2020 and 2021. 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. 50% of the Units vest and become payable based on the cumulative revenue from continuing operations, 35% of the Units vest and become payable based on the cumulative adjusted EBITDA from continuing operations and 15% of Units vest and become payable based on the cumulative adjacent services revenue that the Company achieves, in each case, for the two-year performance period ending December 31, 2019. The Units will become payable, if at all, no later than 30 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 2020 or after April 2020). 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). /s/ Victor A. Allums, as Attorney-in-Fact for Louise P. Winstone 2018-05-31