Statement of Changes in Beneficial Ownership (4)
15 February 2020 - 10:42AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
|
1. Name and Address of Reporting Person
*
Walsh Simone C |
2. Issuer Name and Ticker or Trading Symbol
PRGX GLOBAL, INC.
[
PRGX
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Controller |
|
(Last)
(First)
(Middle)
600 GALLERIA PARKWAY, SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2020 |
|
(Street)
ATLANTA, GA 30339
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. 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 | 2/13/2020 | | A | | 35000 (1) | A | $0.00 | 54769 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Performance-Based Restricted Stock Unit | (3)(4) | 2/13/2020 | | A | | 4500 | | (3)(4) | (3)(4) | Common Stock | 4500 | $0.00 | 4500 (3)(4) | D | |
| Explanation of Responses: |
| (1) | Grant of restricted stock that vests in three approximately equal installments on each of February 13, 2021, 2022 and 2023. |
| (2) | Includes (i) 3,534 shares of restricted stock that vest in two equal installments on each of May 29, 2020 and 2021, (ii) 15,000 shares of restricted stock that vest in three equal installments on each of November 15, 2020, 2021 and 2022 and (iii) 35,000 shares of restricted stock that vest in three approximately equal installments on each of February 13, 2021, 2022 and 2023. |
| (3) | Each Performance-Based Restricted Stock Unit ("Unit") corresponds to a share of common stock of the Company. 100% of the Units that vest and become payable will be paid in whole shares of common stock. 45% of the Units are eligible to vest based on the revenue and adjusted EBITDA that the Company achieves for 2020, and 55% of the Units (plus any of the 45% of the Units that are not earned for 2020) are eligible to vest based on the cumulative revenue and adjusted EBITDA that the Company achieves, in each case, for 2020 and 2021. Units will become payable, if at all, no later than 30 days after the Company's Compensation Committee determines the performance criteria achieved for the two-year performance period (which determination cannot, in any event, be earlier than January 2022 or after April 2022). |
| (4) | At the threshold performance level, 50% of the eligible Units will become vested and payable and at the target performance level, 100% of the eligible Units will become vested and payable. If performance falls between the stated performance levels the percentage of eligible Units that shall become vested and payable will be based on a straight line interpolation between such stated performance levels. No Units will become vested and payable if performance does not equal or exceed the applicable threshold performance level. |
Reporting Owners
|
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Walsh Simone C
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GA 30339 |
|
| Controller |
|
Signatures
|
| /s/ Victor A. Allums as Attorney-in-Fact for Simone C. Walsh | | 2/14/2020 |
| **Signature of Reporting Person | Date |
PRGX Global (NASDAQ:PRGX)
Historical Stock Chart
From Feb 2025 to Mar 2025
PRGX Global (NASDAQ:PRGX)
Historical Stock Chart
From Mar 2024 to Mar 2025
Real-Time news about PRGX Global Inc (NASDAQ): 0 recent articles
More Prgx Global, Inc. News Articles
