Sec Form 4 Filing - Robinson Larry Mel @ PRGX GLOBAL, INC. - 2010-04-30

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 Robinson Larry Mel 2. Issuer Name and Ticker or Trading Symbol PRGX GLOBAL, INC. [ PRGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP- Audit Services-Americas (Last) (First) (Middle) 600 GALLERIA PARKWAY, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 04/30/2010 (Street) ATLANTA, GA30339 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 04/30/2010 M 26,898 A $ 0 175,009 ( 1 ) 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 Performance Unit ( 2 ) $ 0 04/30/2010 M 44,831 ( 2 ) ( 2 ) Common Stock 44,831 $ 0 44,831 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Robinson Larry Mel 600 GALLERIA PARKWAY, SUITE 100 ATLANTA, GA30339 SVP- Audit Services-Americas Signatures /s/ Victor A. Allums, as Attorney-in-Fact for Larry M. Robinson 05/04/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes the following shares of restricted stock: (a) 33,266 shares which will vest in three equal installments on each of May 26, 2010, 2011, and 2012; (b) 12,759 shares which will vest in two equal installments on each of September 17, 2010 and 2011; and (c) 25,622 shares which vest subject to PRGX Global, Inc. meeting a cumulative Adjusted EBITDA target for the three year period ending December 31, 2011. ( 2 )Each Performance Unit entitles the holder to the value of one common share. The Units are payable 60% in common stock and 40% in cash. One half of the Units vested at grant and one half vested in installments, each equaling 1/36th of the total number of Units, beginning October 17, 2006 and continuing until the Units were fully vested in March 2008. 25% of the Performance Units were paid on April 30, 2008, 2009, and 2010, respectively, and 25% will become payable on April 30, 2011. The Units are subject to adjustment for stock splits and similar events.

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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