SEC Form 4: E Joseph Whitters disposed to the issuer $1,296,460 worth of Common Stock (168,153 units at $7.71), decreasing ownership by 100% to 0 units
$PRGX
Diversified Commercial Services
Consumer Services
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
PRGX GLOBAL, INC. [ PRGX ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/03/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, no par value | 03/03/2021 | D(1) | 168,153 | D | $7.71 | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units subject to deferral election | (2) | 03/03/2021 | D | 30,769 | (2) | (2) | Common Stock, no par value | 30,769 | (2) | 0 | D | ||||
| Stock Option (right to buy) | $4.5 | 03/03/2021 | D | 35,000 | (3) | 06/14/2022 | Common Stock, no par value | 35,000 | $3.21(3) | 0 | D | ||||
| Stock Option (right to buy) | $5.04 | 03/03/2021 | D | 35,000 | (3) | 06/26/2023 | Common Stock, no par value | 35,000 | $2.67(3) | 0 | D | ||||
| Stock Option (right to buy) | $6.35 | 03/03/2021 | D | 13,636 | (3) | 06/25/2024 | Common Stock, no par value | 13,636 | $1.36(3) | 0 | D | ||||
| Deferred Compensation Plan Stock Units | (4) | 03/03/2021 | D | 8,546 | (4) | (4) | Common Stock, no par value | 8,546 | $7.71(4) | 0 | D | ||||
| Deferred Compensation Plan Stock Units | (4) | 03/03/2021 | D | 13,779 | (4) | (4) | Common Stock, no par value | 13,779 | $7.71(4) | 0 | D | ||||
| Deferred Compensation Plan Stock Units | (4) | 03/03/2021 | D | 14,285 | (4) | (4) | Common Stock, no par value | 14,285 | $7.71(4) | 0 | D | ||||
| Deferred Compensation Plan Stock Units | (4) | 03/03/2021 | D | 18,547 | (4) | (4) | Common Stock, no par value | 18,547 | $7.71(4) | 0 | D | ||||
| Explanation of Responses: |
| 1. 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"). |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| Remarks: |
| /s/ Victor A. Allums as Attorney-in-Fact for Joseph E. Whitters | 03/04/2021 | |
| ** 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. | ||