SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ALLUMS VICTOR A

(Last)

(First)

(Middle)

600 GALLERIA PARKWAY

SUITE 100

(Street)

ATLANTA

30339

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2020

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/13/2020		A		20,000⁽¹⁾	A	$0.00	148,812⁽²⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Performance-Based Restricted Stock Unit	⁽³⁾⁽⁴⁾	02/13/2020		A		24,500		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	24,500	$0.00	24,500⁽³⁾⁽⁴⁾	D

Explanation of Responses:

1. Grant of restricted stock that vests in three approximately equal installments on each of February 13, 2021, 2022 and 2023.

2. Includes (i) 5,668 shares of restricted stock that vest on March 30, 2020, (ii) 9,224 shares of restricted stock that vest in two equal installments on each of May 29, 2020 and 2021, (iii) 10,000 shares of restricted stock that vest in three approximately equal installments on each of November 15, 2020, 2021 and 2022 and (iv) 20,000 shares or restricted stock that vest in three approximately equal installments on each of February 13, 2021, 2022 and 2023.

3. Each Performance-Based Restricted Stock Unit ("Unit") corresponds to a share of common stock of the Company. 100% of the Units that vest and become payable will be paid in whole shares of common stock. 45% of the Units are eligible to vest based on the revenue and adjusted EBITDA that the Company achieves for 2020, and 55% of the Units (plus any of the 45% of the Units that are not earned for 2020) are eligible to vest based on the cumulative revenue and adjusted EBITDA that the Company achieves, in each case, for 2020 and 2021. 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 two-year performance period (which determination cannot, in any event, be earlier than January 2022 or after April 2022).

4. At the threshold performance level, 50% of the eligible Units will become vested and payable and at the target performance level, 100% of the eligible Units will become vested and payable. If performance falls between the stated performance levels the percentage of eligible Units that shall become vested and payable will be based on a straight line interpolation between such stated performance levels. No Units will become vested and payable if performance does not equal or exceed the applicable threshold performance level.

Remarks:

	/s/ Victor A. Allums	02/14/2020
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.