0001209191-21-017614.txt : 20210304
0001209191-21-017614.hdr.sgml : 20210304
20210304100146
ACCESSION NUMBER: 0001209191-21-017614
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210303
FILED AS OF DATE: 20210304
DATE AS OF CHANGE: 20210304
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Stewart Ronald E.
CENTRAL INDEX KEY: 0001561846
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28000
FILM NUMBER: 21712803
MAIL ADDRESS:
STREET 1: 5360 LONG ISLAND DRIVE
CITY: ATLANTA
STATE: GA
ZIP: 30327
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
2021-03-03
1
0001007330
PRGX GLOBAL, INC.
PRGX
0001561846
Stewart Ronald E.
600 GALLERIA PARKWAY, SUITE 100
ATLANTA
GA
30339
1
1
0
0
President & CEO
Common Stock, no par value
2021-03-03
4
D
0
491317
7.71
D
30000
D
Common Stock, no par value
2021-03-03
4
D
0
30000
7.71
D
0
D
Performance-based Restricted Stock Unit
2021-03-03
4
D
0
105000
D
Common Stock, no par value
105000
0
D
Stock Option (right to buy)
7.35
2021-03-03
4
D
0
500000
0.36
D
2022-10-24
Common Stock, no par value
500000
0
D
Disposed of pursuant to the Agreement and Plan of Merger dated as of December 24, 2020 (the "Merger Agreement"), by and among PRGX Global, Inc., a Georgia Corporation (the "Company"), Pluto Acquisitionco Inc., a Delaware corporation ("Parent"), and Pluto Merger Sub Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Merger Sub").
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company restricted stock award subject to time-vesting restrictions, whether vested or unvested, was cancelled and converted into the right to receive a cash payment, without interest, equal to (i) $7.71 multiplied by (ii) the total number of shares of Company restricted stock subject to such award, less any required withholding taxes.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company restricted stock unit award subject to performance-based vesting restrictions (each, a "Company PBU"), whether vested or unvested, was cancelled and converted into the right to receive a cash payment, without interest, equal to (i) $7.71 multiplied by (ii) the total number of shares of Company common stock subject to such Company PBU (provided the number of shares of Company common stock subject to a Company PBU will be deemed to be the number of shares eligible to vest assuming target performance of such Company PBU), less any required withholding taxes.
Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase Company common stock (each, a "Company Stock Option"), whether vested or unvested, was cancelled and converted into the right to receive a cash payment, without interest, equal to (i) $7.71, less the exercise price per share attributable to such Company Stock Option multiplied by (ii) the total number of shares of Company common stock then issuable upon exercise in full of such Company Stock Options, less any required withholding taxes.
/s/ Victor A. Allums as Attorney-in-Fact for Ronald E. Stewart
2021-03-04