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Sec Form 4 Filing - Drapkin Matthew A @ PRGX GLOBAL Inc - 2021-03-03

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Drapkin Matthew A
2. Issuer Name and Ticker or Trading Symbol
PRGX GLOBAL, INC. [ PRGX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
NORTHERN RIGHT CAPITAL MANAGEMENT, L.P., 9 OLD KINGS HIGHWAY, 4TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2021
(Street)
DARIEN, CT06820
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, no par value 03/03/2021 D( 1 ) 7,480 D $ 7.71 2,028,068 D
Common Stock, no par value 03/03/2021 D( 1 ) 2,028,068 D $ 7.71 0 I By Northern Right Capital Management, L.P. ( 2 )
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
Restricted Stock Units subject to deferral election ( 3 ) 03/03/2021 D 30,769 ( 3 ) ( 3 ) Common Stock, no par value 30,769 ( 3 ) 0 D
Stock Option (right to buy) $ 4.8 03/03/2021 D 35,000 ( 4 ) 11/09/2023 Common Stock, no par value 35,000 $ 2.91 ( 4 ) 0 D
Stock Option (right to buy) $ 4.8 03/03/2021 D 20,417 ( 4 ) 11/09/2023 Common Stock, no par value 20,417 $ 2.91 ( 4 ) 0 D
Stock Option (right to buy) $ 6.35 03/03/2021 D 13,636 ( 4 ) 11/09/2023 Common Stock, no par value 13,636 $ 1.36 ( 4 ) 0 D
Deferred Compensation Plan Stock Units ( 5 ) 03/03/2021 D 10,052 ( 5 ) ( 5 ) Common Stock, no par value 10,052 $ 7.71 ( 5 ) 0 D
Deferred Compensation Plan Stock Units ( 5 ) 03/03/2021 D 18,547 ( 5 ) ( 5 ) Common Stock, no par value 18,547 $ 7.71 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Drapkin Matthew A
NORTHERN RIGHT CAPITAL MANAGEMENT, L.P.
9 OLD KINGS HIGHWAY, 4TH FLOOR
DARIEN, CT06820
X
Signatures
/s/ Victor A. Allums as Attorney-in-Fact for Matthew A. Drapkin 03/04/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of pursuant to the Agreement and Plan of Merger dated as of December 24, 2020 (the "Merger Agreement"), by and among PRGX Global, Inc., a Georgia Corporation (the "Company"), Pluto Acquisitionco Inc., a Delaware corporation ("Parent"), and Pluto Merger Sub Inc., a Georgia corporation and wholly owned subsidiary of Parent ("Merger Sub").
( 2 )Shares beneficially owned by Mr. Drapkin include shares deemed beneficially owned indirectly by Mr. Drapkin who is a managing member of BC Advisors, LLC, which is the general partner of Northern Right Capital Management, L.P. (of which Mr. Drapkin is a limited partner). Northern Right Capital Management, L.P. is the general partner of, and investment manager for, Northern Right Capital (QP), L.P.
( 3 )Pursuant to the Merger Agreement, at the effective time, and in accordance with the terms of the PRGX Global, Inc. Deferred Compensation Plan for Non-Employee Directors (the "Plan"), each Company RSU which is subject to a deferral election under the Plan was deemed contributed to the Plan and then cancelled and converted into the right to receive a cash payment, without interest, equal to (i) $7.71 multiplied by (ii) the total number of shares of Company common stock subject to such Company RSU, less any required withholding taxes.
( 4 )Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding option to purchase Company common stock (each, a "Company Stock Option"), whether vested or unvested, was cancelled and converted into the right to receive a cash payment, without interest, equal to (i) $7.71, less the exercise price per share attributable to such Company Stock Option multiplied by (ii) the total number of shares of Company common stock then issuable upon exercise in full of such Company Stock Options, less any required withholding taxes.
( 5 )Pursuant to the Merger Agreement, at the effective time, and in accordance with the terms of the Plan, each Stock Unit (as defined in the Plan) was cancelled and converted into the right of the holder of such Stock Unit to receive a cash payment, without interest, equal to (i) $7.71 multiplied by (ii) the number of shares of Company common stock subject to each Stock Unit.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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