SEC Form 4 · accession 0001209191-18-034460
PRGX GLOBAL, INC. · PRGX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Louise P Winstone
Officer — SVP - Human Resources
Period of report
May 29, 2018
Accepted (ET)
May 31, 2018 · 6:09 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 29, 2018 | A | 11,436 | $0.00 | A | 38,079 | 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 | — | May 29, 2018 | A | 17,064 | A | — | — | Common Stock | 17,064 | 17,064 | D |
Explanation of responses
- F1Grant of restricted stock that vests in three equal installments on each of May 29, 2019, 2020 and 2021.
- F2Includes (i) 8,800 shares of restricted stock that vest in two equal installments on each of March 30, 2019 and 2020 and (ii) 11,436 shares of restricted stock that vest in three equal installments on each of May 29, 2019, 2020 and 2021.
- 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. 50% of the Units vest and become payable based on the cumulative revenue from continuing operations, 35% of the Units vest and become payable based on the cumulative adjusted EBITDA from continuing operations and 15% of Units vest and become payable based on the cumulative adjacent services revenue that the Company achieves, in each case, for the two-year performance period ending December 31, 2019. The 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 performance period (which determination cannot, in any event, be earlier than January 2020 or after April 2020).
- F4At the threshold performance level, 35% of the Units will become vested and payable; at the target performance level, 100% of the Units will become vested and payable; and at the maximum performance level, 150% 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 150% of the Units and no Units shall become vested and payable if performance does not equal or exceed the applicable threshold performance level).