SEC Form 4 · accession 0001209191-18-019010
PRGX GLOBAL, INC. · PRGX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Victor A Allums
Officer — SVP & General Counsel
Period of report
Mar 5, 2018
Accepted (ET)
Mar 12, 2018 · 8:40 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 | Mar 5, 2018 | G | 6,715 | $0.00 | D | 144,642 | D | |
| Common StockF1 | Mar 8, 2018 | M | 29,838 | $0.00 | A | 174,480 | D | |
| Common StockF2,F1 | Mar 8, 2018 | F | 9,453 | $7.95 | D | 165,027 | D | |
| Common StockF1 | Mar 12, 2018 | M | 18,000 | $7.41 | A | 183,027 | D | |
| Common StockF3,F1 | Mar 12, 2018 | S | 18,000 | $8.4933 | D | 165,027 | 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 UnitF4 | $0.00 | Mar 8, 2018 | M | 68,000 | D | — | — | Common Stock | 68,000 | 0 | D |
| Stock OptionF5 | $7.41 | Mar 12, 2018 | M | 18,000 | D | — | May 22, 2018 | Common Stock | 18,000 | 0 | D |
Explanation of responses
- F1Includes 17,000 shares of restricted stock that vest in three equal installments on each of March 30, 2018, 2019 and 2020.
- F2Surrender of stock upon vesting of Performance-Based Restricted Stock Units ("Units") to satisfy tax withholding obligations.
- F3The 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.
- F4Each 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.
- F5The 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.