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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance-Based Restricted Stock Unit | $ 0 | 03/08/2018 | M | 68,000 | (4) | (4) | Common Stock | 68,000 | $ 0 | 0 | D | ||||
Stock Option | $ 7.41 | 03/12/2018 | M | 18,000 | (5) | 05/22/2018 | Common Stock | 18,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ALLUMS VICTOR A 600 GALLERIA PARKWAY SUITE 100 ATLANTA, GA 30339 |
SVP & General Counsel |
/s/Victor A. Allums | 03/12/2018 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Includes 17,000 shares of restricted stock that vest in three equal installments on each of March 30, 2018, 2019 and 2020. |
(2) | Surrender of stock upon vesting of Performance-Based Restricted Stock Units ("Units") to satisfy tax withholding obligations. |
(3) | The sale price indicated is a weighted average selling price. The corresponding shares were sold in multiple transactions at prices ranging from $8.40 to $8.75, inclusive. The reporting person undertakes to provide to PRGX Global, Inc., any security holder of PRGX Global, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the ranges set forth herein. |
(4) | Each Unit corresponds to one share of common stock of the Company. Units that vested and became payable were payable 43% in common stock and 57% in cash. The Units were payable upon the determination by the Company's Compensation Committee on March 8, 2018 of the financial performance achieved by the Company for the two-year period ended December 31, 2017. |
(5) | The option exercises reported on this Form 4 represent the exercise of a stock option granted on May 23, 2011, which vested 1/3 on May 23, 2012, 1/3 on May 23, 2013, and 1/3 on May 23, 2014. |