SEC Form 4 · accession 0001209191-17-031352
PRGX GLOBAL, INC. · PRGX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daryl Rolley
Officer — SVP & Chief Commercial Officer
Period of report
May 8, 2017
Accepted (ET)
May 10, 2017 · 4:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001007330
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | May 8, 2017 | A | 24,000 | $0.00 | A | 24,000 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock UnitF3,F4,F5 | — | May 8, 2017 | A | 36,000 | A | — | — | Common Stock | 36,000 | 36,000 | D |
| Stock OptionF6 | $6.35 | May 8, 2017 | A | 150,000 | A | — | May 7, 2024 | Common Stock | 150,000 | 150,000 | D |
Explanation of responses
- F1Grant of restricted stock that vest in three equal installments on each of May 8, 2018, 2019 and 2020.
- F2Includes 24,000 shares of restricted stock that vest in three equal installments on each of May 8, 2018, 2019 and 2020.
- F3Each Performance-Based Restricted Stock Unit ("Unit") corresponds to a share of common stock of the Company. If vested, 100% of the vested Units will be paid in whole shares of common stock. 65% of the Units vest and become payable based on the cumulative revenue from continuing operations and 35% of the Units vest and become payable on the cumulative adjusted EBITDA from continuing operations that the Company achieves, in each case, for the two-year performance period ending December 31, 2018. The Units will become payable, if at all, no later than 15 days after the Company's Compensation Committee determines the performance criteria achieved for the performance period (which determination cannot, in any event, be earlier than January 2019 or after April 2019).
- F4At the threshold performance level, 35% of the Units will become vested and payable and at the target performance level, 100% of the Units will become vested and payable. If performance falls between the stated performance levels the percentage of Units that shall become vested and payable will be based on a straight line interpolation between such stated performance levels (although the Units may not become vested and payable for more than 100% of the Units and no Units shall become vested and payable if performance does not equal or exceed the applicable threshold performance level).
- F5The target performance level is consistent with the Company's long term growth plan and aligned with financial performance expected to result in meaningful enterprise value creation. Achievement of the revenue and adjusted EBITDA performance levels required for vesting of any of the Units will require substantial improvement over the Company's comparable performance in 2016.
- F6Option vests in three equal installments on each of May 8, 2018, 2019 and 2020.