Sec Form 4 Filing - LIND NILS COLIN @ PRGX GLOBAL, INC. - 2012-06-19

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 LIND NILS COLIN 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) 909 MONTGOMERY STREET, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 06/19/2012 (Street) SAN FRANCISCO,, CA94133 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 06/19/2012 A 8,546 ( 3 ) A $ 0 38,394 D ( 1 ) ( 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 Stock Option (Right to Buy) $ 7.53 06/19/2012 A 8,546 ( 4 ) 06/18/2019 Common Stock 8,546 $ 0 8,546 D ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LIND NILS COLIN 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO,, CA94133 X Signatures /s/ N. Colin Lind 06/21/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were granted to Nils Colin Lind who is a director of the Issuer. Mr. Lind is a managing partner of Blum Capital Partners, L.P., the general partner of BK Capital Partners, IV, L.P., Stinson Capital Partners, L.P. and Stinson Capital Partners (QP), L.P. Mr. Lind is also a managing member of Blum Strategic GP II, L.L.C. which is the general partner of Blum Strategic Partners II, L.P. and the managing limited partner of Blum Strategic Partners II GmbH & Co. KG. Under each of these partnership agreements, Mr. Lind is deemed to hold a pro rata share of the securities for the benefit of each partnership, and each partnership is entitled to a pro rata portion of the securities issued. [Cont'd in in Footnote 2] ( 2 )[Cont'd from Footnote 1] Accordingly, each partnership may be deemed to be the indirect beneficial owners of the securities to the extent of their pro rata interest therein, and each of Blum Capital Partners, L.P., Blum Strategic GP, L.L.C., Blum Strategic GP II, L.L.C. and Mr. Lind may be deemed to be indirect beneficial owners of the securities. Blum Capital Partners, L.P., Blum Strategic GP, L.L.C., Blum Strategic GP II, L.L.C. and Mr. Lind disclaim beneficial ownership of the securities, except to the extent of any pecuniary interest therein. ( 3 )The grant of restricted stock will vest in full on or after the earlier of: (a) the date of, and immediately prior to, the 2013 PRG-Schultz International, Inc. Annual Meeting of Shareholders or (b) June 19, 2013. ( 4 )The Stock Options are exercisable on or after the earlier of: (a) the date of, and immediately prior to, the 2013 PRG-Schultz International, Inc. Annual Meeting of Shareholders; or (b) June 19, 2013.

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