Sec Form 4 Filing - Lurker Nancy @ PDI INC - 2015-03-05

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Lurker Nancy 2. Issuer Name and Ticker or Trading Symbol PDI INC [ PDII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) C/O PDI INC., MORRIS CORPORATE CENTER 1,, BUILDING A, 300 INTERPACE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/05/2015 (Street) PARSIPPANY, NJ07054 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 ( 1 ) 427,317 D Common Stock 55,000 I by IRA Common Stock 1,000 I By Self as Custodian for Daughters Common Stock 50,000 I By Spouse Common Stock ( 2 ) 03/05/2015 A 444,364 A $ 1.73 871,681 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Stock Appreciation Rights $ 6.41 ( 3 ) 01/31/2017 Common stock 111,684 111,684 D Stock Appreciation Rights $ 5.44 ( 4 ) 04/04/2018 Common Stock 141,700 253,384 D Stock Appreciation Rights $ 5.1 ( 5 ) 02/26/2019 Common Stock 177,665 431,049 D Stock Appreciation Rights $ 5.1 ( 6 ) 02/26/2019 Common Stock 188,165 619,214 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lurker Nancy C/O PDI INC., MORRIS CORPORATE CENTER 1, BUILDING A, 300 INTERPACE PARKWAY PARSIPPANY, NJ07054 X CEO Signatures Nancy S. Lurker 03/09/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 51,320 restricted shares of common stock that vest on April 4, 2016 and 63,177 restricted shares of common stock that vest on February 26, 2017. ( 2 )Restricted shares of common stock that vest on March 5, 2018. ( 3 )Currently exercisable. ( 4 )Stock appreciation rights that are currently one-third vested, and the remaining two-thirds vest one-half on each of 4/4/15 and 4/4/16. ( 5 )Stock appreciation rights that are currently one-third vested and the remaining two-thirds vest one-half on each of 2/26/16 and 2/26/17. ( 6 )Performance contingent stock appreciation rights ("SARs"). There are 36,496 SARs currently vested. The remaining SARs vest as follows: 64,460 on 2/26/16 and 87,209 on 2/27/17. The SARs are only exercisable if the performance conditions are met.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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