0001209191-21-017627.txt : 20210304
0001209191-21-017627.hdr.sgml : 20210304
20210304100803
ACCESSION NUMBER: 0001209191-21-017627
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: Drapkin Matthew A
CENTRAL INDEX KEY: 0001458693
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-28000
FILM NUMBER: 21712824
MAIL ADDRESS:
STREET 1: 10 CORBIN DRIVE
STREET 2: 3RD FLOOR
CITY: DARIEN
STATE: CT
ZIP: 06820
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
0001458693
Drapkin Matthew A
NORTHERN RIGHT CAPITAL MANAGEMENT, L.P.
9 OLD KINGS HIGHWAY, 4TH FLOOR
DARIEN
CT
06820
1
0
0
0
Common Stock, no par value
2021-03-03
4
D
0
7480
7.71
D
2028068
D
Common Stock, no par value
2021-03-03
4
D
0
2028068
7.71
D
0
I
By Northern Right Capital Management, L.P.
Restricted Stock Units subject to deferral election
2021-03-03
4
D
0
30769
D
Common Stock, no par value
30769
0
D
Stock Option (right to buy)
4.80
2021-03-03
4
D
0
35000
2.91
D
2023-11-09
Common Stock, no par value
35000
0
D
Stock Option (right to buy)
4.80
2021-03-03
4
D
0
20417
2.91
D
2023-11-09
Common Stock, no par value
20417
0
D
Stock Option (right to buy)
6.35
2021-03-03
4
D
0
13636
1.36
D
2023-11-09
Common Stock, no par value
13636
0
D
Deferred Compensation Plan Stock Units
2021-03-03
4
D
0
10052
7.71
D
Common Stock, no par value
10052
0
D
Deferred Compensation Plan Stock Units
2021-03-03
4
D
0
18547
7.71
D
Common Stock, no par value
18547
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").
Shares beneficially owned by Mr. Drapkin include shares deemed beneficially owned indirectly by Mr. Drapkin who is a managing member of BC Advisors, LLC, which is the general partner of Northern Right Capital Management, L.P. (of which Mr. Drapkin is a limited partner). Northern Right Capital Management, L.P. is the general partner of, and investment manager for, Northern Right Capital (QP), L.P.
Pursuant to the Merger Agreement, at the effective time, and in accordance with the terms of the PRGX Global, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Plan"), each Company RSU which is subject to a deferral election under the Plan was deemed contributed to the Plan and then 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 RSU, 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.
Pursuant to the Merger Agreement, at the effective time, and in accordance with the terms of the Plan, each Stock Unit (as defined in the Plan) was cancelled and converted into the right of the holder of such Stock Unit to receive a cash payment, without interest, equal to (i) $7.71 multiplied by (ii) the number of shares of Company common stock subject to each Stock Unit.
/s/ Victor A. Allums as Attorney-in-Fact for Matthew A. Drapkin
2021-03-04