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| FORM 4 |
| 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
| ( 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.
|* 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).|