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

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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^*

LIND NILS COLIN

(Last)

(First)

(Middle)

909 MONTGOMERY STREET, SUITE 400

(Street)

SAN FRANCISCO,

94133

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2011

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	05/23/2011		A		7,691⁽³⁾	A	$0	29,848	D⁽¹⁾⁽²⁾

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)
Stock Option (Right to Buy)	$7.41	05/23/2011		A		7,691		⁽⁴⁾	05/22/2018	Common Stock	7,691	$0	7,691	D⁽¹⁾⁽²⁾

Explanation of Responses:

1. These securities were granted to Nils Colin Lind who is a director of the Issuer. Mr. Lind is the managing partner of Blum Capital Partners, L.P., the general partner of BK Capital Partners, IV, L.P., Stinson Capital Partners, L.P. and Stinson Capital Partners (QP), L.P. Mr. Lind is also a managing member of Blum Strategic GP II, L.L.C. which is the general partner of Blum Strategic Partners II, L.P. and the managing limited partner of Blum Strategic Partners II GmbH & Co. KG. Under each of these partnership agreements, Mr. Lind is deemed to hold a pro rata share of the securities for the benefit of each partnership, and each partnership is entitled to a pro rata portion of the securities issued. [Cont'd in in Footnote 2]

2. [Cont'd from Footnote 1] Accordingly, each partnership may be deemed to be the indirect beneficial owners of the securities to the extent of their pro rata interest therein, and each of Blum Capital Partners, L.P., Blum Strategic GP II, L.L.C. and Mr. Lind may be deemed to be indirect beneficial owners of the securities. Blum Capital Partners, L.P., Blum Strategic GP II, L.L.C. and Mr. Lind disclaim beneficial ownership of the securities, except to the extent of any pecuniary interest therein.

3. The grant of restricted stock will vest in full on or after the earlier of: (a) the date of, and immediately prior to, the 2012 PRG-Schultz International, Inc. Annual Meeting of Shareholders or (b) May 23, 2012.

4. The Stock Options are exercisable on or after the earlier of: (a) the date of, and immediately prior to, the 2012 PRG-Schultz International, Inc. Annual Meeting of Shareholders; or (b) May 23, 2012.

Remarks:

	/s/ N. Colin Lind	05/25/2011
	** 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).
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