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^*

BLUM CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

909 MONTGOMERY STREET, SUITE 400

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRG SCHULTZ INTERNATIONAL INC [ PRGX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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								61,700	D⁽¹⁾⁽¹⁰⁾
Common Stock								195,286	D⁽²⁾⁽¹⁰⁾
Common Stock								178,700	D⁽³⁾⁽¹⁰⁾
Common Stock								29,660	D⁽⁴⁾⁽¹⁰⁾
Common Stock								173,754	D⁽⁵⁾⁽¹⁰⁾
Common Stock								83,000	D⁽⁶⁾⁽¹⁰⁾
Common Stock								117,700	D⁽⁷⁾
Common Stock								8,276,400	D⁽⁸⁾
Common Stock								170,648	D⁽⁹⁾
Common Stock								225	D⁽¹¹⁾

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)
4.75% Convertible Subordinated Notes due 2006	⁽¹²⁾	03/17/2006		J⁽¹²⁾			7,347	⁽¹³⁾	11/26/2006	Common Stock	949,225	$7.74	0	D⁽²⁾⁽¹⁰⁾
Series A Convertible Participating Preferred Stock	⁽¹²⁾	03/17/2006		J⁽¹²⁾		7,347		⁽¹³⁾	03/15/2011	Common Stock	3,104,108	⁽¹²⁾	7,347	D⁽²⁾⁽¹⁰⁾
10.0% Senior Convertible Notes due 2011	$0.65	03/17/2006		J⁽¹²⁾		$3,526,560		⁽¹⁴⁾	03/15/2011	Common Stock	5,425,479	⁽¹²⁾	$3,526,560	D⁽²⁾⁽¹⁰⁾
4.75% Convertible Subordinated Notes due 2006	⁽¹²⁾	03/17/2006		J⁽¹²⁾			6,000	⁽¹³⁾	11/26/2006	Common Stock	775,194	$7.74	0	D⁽³⁾⁽¹⁰⁾
Series A Convertible Participating Preferred Stock	⁽¹²⁾	03/17/2006		J⁽¹²⁾		6,000		⁽¹³⁾	03/15/2011	Common Stock	2,535,000	⁽¹²⁾	6,000	D⁽³⁾⁽¹⁰⁾
10.0% Senior Convertible Notes due 2011	$0.65	03/17/2006		J⁽¹²⁾		$2,880,000		⁽¹⁴⁾	03/15/2011	Common Stock	4,430,771	⁽¹²⁾	$2,880,000	D⁽³⁾⁽¹⁰⁾
4.75% Convertible Subordinated Notes due 2006	⁽¹²⁾	03/17/2006		J⁽¹²⁾			1,116	⁽¹³⁾	11/26/2006	Common Stock	144,186	$7.74	0	D⁽⁴⁾⁽¹⁰⁾
Series A Convertible Participating Preferred Stock	⁽¹²⁾	03/17/2006		J⁽¹²⁾		1,116		⁽¹³⁾	03/15/2011	Common Stock	471,510	⁽¹²⁾	1,116	D⁽⁴⁾⁽¹⁰⁾
10.0% Senior Convertible Notes due 2011	$0.65	03/17/2006		J⁽¹²⁾		$535,680		⁽¹⁴⁾	03/15/2011	Common Stock	824,123	⁽¹²⁾	$535,680	D⁽⁴⁾⁽¹⁰⁾
4.75% Convertible Subordinated Notes due 2006	⁽¹²⁾	03/17/2006		J⁽¹²⁾			6,537	⁽¹³⁾	11/26/2006	Common Stock	844,574	$7.74	0	D⁽⁵⁾⁽¹⁰⁾
Series A Convertible Participating Preferred Stock	⁽¹²⁾	03/17/2006		J⁽¹²⁾		6,537		⁽¹³⁾	03/15/2011	Common Stock	2,761,883	⁽¹²⁾	6,537	D⁽⁵⁾⁽¹⁰⁾
10.0% Senior Convertible Notes due 2011	$0.65	03/17/2006		J⁽¹²⁾		$3,137,760		⁽¹⁴⁾	03/15/2011	Common Stock	4,827,325	⁽¹²⁾	$3,137,760	D⁽⁵⁾⁽¹⁰⁾
4.75% Convertible Subordinated Notes due 2006	⁽¹²⁾	03/17/2006		J⁽¹²⁾			14,697	⁽¹³⁾	11/26/2006	Common Stock	1,898,838	$7.74	0	D⁽⁸⁾
Series A Convertible Participating Preferred Stock	⁽¹²⁾	03/17/2006		J⁽¹²⁾		14,697		⁽¹³⁾	03/15/2011	Common Stock	6,209,483	⁽¹²⁾	14,697	D⁽⁸⁾
10.0% Senior Convertible Notes due 2011	$0.65	03/17/2006		J⁽¹²⁾		$7,054,560		⁽¹⁴⁾	03/15/2011	Common Stock	10,853,172	⁽¹²⁾	$7,054,560	D⁽⁸⁾
4.75% Convertible Subordinated Notes due 2006	⁽¹²⁾	03/17/2006		J⁽¹²⁾			303	⁽¹³⁾	11/26/2006	Common Stock	39,147	$7.74	0	D⁽⁹⁾
Series A Convertible Participating Preferred Stock	⁽¹²⁾	03/17/2006		J⁽¹²⁾		303		⁽¹³⁾	03/15/2011	Common Stock	128,018	⁽¹²⁾	303	D⁽⁹⁾
10.0% Senior Convertible Notes due 2011	$0.65	03/17/2006		J⁽¹²⁾		$145,440		⁽¹⁴⁾	03/15/2011	Common Stock	223,754	⁽¹²⁾	$145,440	D⁽⁹⁾
4.75% Convertible Subordinated Notes due 2006	⁽¹²⁾	03/17/2006		J⁽¹²⁾			6	⁽¹³⁾	11/26/2006	Common Stock	775	$7.74	0	D⁽¹¹⁾
Series A Convertible Participating Preferred Stock	⁽¹²⁾	03/17/2006		J⁽¹²⁾		6		⁽¹³⁾	03/15/2011	Common Stock	2,535	⁽¹²⁾	6	D⁽¹¹⁾
10.0% Senior Convertible Notes due 2011	$0.65	03/17/2006		J⁽¹²⁾		$2,880		⁽¹⁴⁾	03/15/2011	Common Stock	4,431	⁽¹²⁾	$2,880	D⁽¹¹⁾

1. Name and Address of Reporting Person^*

BLUM CAPITAL PARTNERS LP

(Last)

(First)

(Middle)

909 MONTGOMERY STREET, SUITE 400

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

RICHARD C BLUM & ASSOCIATES INC

(Last)

(First)

(Middle)

909 MONTGOMERY STREET, SUITE 400

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BLUM STRATEGIC GP LLC

(Last)

(First)

(Middle)

909 MONTGOMERY STREET, SUITE 400

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BLUM STRATEGIC GP II LLC

(Last)

(First)

(Middle)

909 MONTGOMERY STREET, SUITE 400

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. These shares are owned directly by Stinson Capital Fund (Cayman), Ltd.

2. These shares are owned directly by Stinson Capital Partners, L.P.

3. These shares are owned directly by Stinson Capital Partners II, L.P

4. These shares are owned directly by Stinson Capital Partners S, L.P. ("Stinson S").

5. These shares are owned directly by Stinson Capital Partners (QP), L.P. ("Stinson QP")

6. These shares are owned directly by BK Capital Partners IV, L.P.

7. These shares are owned directly by Blum Strategic Partners, L.P. ("Blum Strategic"). The shares also may be deemed to be owned indirectly by Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Blum Strategic. Blum GP disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

8. These shares are owned directly by Blum Strategic Partners II, L.P ("Strategic II"). The shares also may be deemed to be owned indirectly by Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II. Blum GP II disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

9. These shares are owned directly by Blum Strategic Partners II GMBH & Co. KG ("Strategic II KG"). The shares also may be deemed to be owned indirectly by Blum GP II, the managing limited partner of Strategic II KG. Blum GP II disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

10. These shares may be deemed to be owned indirectly by the following parties: (i) Blum LP, an investment manager with voting and investment discretion for the investment advisory account described in Note (1) and the general partner of the limited partnerships described in Notes (2), (3), (4), (5), and (6); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership in these shares, except to the extent of any pecuniary interest therein.

11. These shares are directly owned by Blum LP. They may be deemed to be owned indirectly by RCBA Inc., as described in Note (10) above. RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.

12. As part of the Issuer's financial restructuring plan, each 4.75% Convertible Subordinated Note due 2006 having a principal amount of $1,000, was exchanged for: 1) one share of 9.0% Senior Series A Convertible Participating Preferred Stock, each share having a liquidation preference of $120.00, which is convertible into shares of common stock at a conversion price of $0.28405 per share; 2) $480 principal amount of 10.0% Senior Convertible Notes due 2011 (10% Senior Notes"); and 3) $400 principal amount of 11.0% Senior Notes due 2011.

13. Immediately exercisable.

14. After August 15, 2006, but prior to the new conversion rights date, which is defined as the first date on which each of the following has occurred: 1) the effectivness of a registration statement covering the resale of the 10% Senior Notes; and 2) a majority of the Issuer's common stock shareholders have approved an increase in the amount of authorized shares of common stock, each $1,000 of face amount of 10% Senior Notes are convertible into 2.083 shares of Series B Convertible Preferred Stock ("Series B Stock"). Each share of Series B Stock will be convertible into common stock at an initial conversion price per share of $0.65. If the new conversion rights date occurs on or before August 15, 2006, the 10% Senior Notes will only be convertible into common stock and no Series B Stock will be issued.

Remarks:

	See Attached Signature Page	04/25/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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