SEC Form 4 · accession 0001209191-19-002390
PRGX GLOBAL, INC. · PRGX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kurt Abkemeier
Officer — Chief Financial Officer
Period of report
Jan 3, 2019
Accepted (ET)
Jan 4, 2019 · 9:22 pm EST
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 | Jan 3, 2019 | A | 32,000 | $0.00 | A | 32,000 | 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 | — | Jan 3, 2019 | A | 12,000 | A | — | — | Common Stock | 12,000 | 12,000 | D |
| Stock OptionF5 | $8.96 | Jan 3, 2019 | A | 100,000 | A | — | Jan 2, 2026 | Common Stock | 100,000 | 100,000 | D |
Explanation of responses
- F1Grant of restricted stock that vests in three approximately equal installments on each of January 3, 2020, 2021 and 2022.
- F2Includes 32,000 shares of restricted stock that vest in three approximately equal installments on each of January 3, 2020, 2021 and 2022.
- 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 on the cumulative adjusted EBITDA from continuing operations that the Company achieves and 15% of the Units vest and become payable on 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).
- F5Option vests in three approximately equal installments on each of January 3, 2020, 2021 and 2022.