Page 6 of 8 – SEC Filing
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and
Exchange Commission (the SEC) on November 16, 2016, on behalf of the Reporting Persons, with respect to the shares of common stock, no par value (the Common Stock), of PRGX Global, Inc., a Georgia corporation (the
Issuer).
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 is amended and supplemented to
add the following information for updating as of the date hereof:
The Reporting Persons expended an aggregate amount equal to $7,404,625
(including commissions) to purchase 1,507,806 shares of Common Stock. Funds used to purchase reported securities have come from the working capital of Northern Right QP, which may, at any given time, include margin loans made by brokerage firms or
banks in the ordinary course of business.
| Item 5. | Interest in Securities of the Issuer |
Item 5 is amended and supplemented to add the
following information for updating as of the date hereof:
(a), (b) The Reporting Persons may be deemed to beneficially own in the
aggregate 1,528,223 shares of Common Stock, which includes an option to purchase 20,417 shares of Common Stock granted to Mr. Drapkin on November 10, 2016 for his service as a director of the Issuer (the Drapkin Shares), with
an exercise price of $4.80 per share of Common Stock and an expiration date of November 9, 2023, which will vest in full on the earlier of (i) June 27, 2017 and (ii) the date of the Issuers 2017 annual meeting of
shareholders.1 Based upon a total of 22,125,253 outstanding shares of Common Stock as of May 3, 2017, as reported in the Issuers quarterly report on Form
10-Q for the quarterly period ended March 31, 2016, the Reporting Persons shares represent approximately 6.9% of the outstanding shares of Common Stock.
Northern Right QP beneficially owns and has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of)
all shares of Common Stock reported herein other than the Drapkin Shares (the Northern Right QP Shares). Northern Right QP disclaims beneficial ownership of the Drapkin Shares.
As general partner of Northern Right QP, Northern Right Management may be deemed to have the shared power to vote or direct the vote of (and
the shared power to dispose or direct the disposition of) the Northern Right QP Shares. Northern Right Management disclaims beneficial ownership of Northern Right QP Shares and the Drapkin Shares. As general partner of Northern Right Management, BCA
may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Northern Right QP Shares. BCA disclaims beneficial ownership of the Northern Right QP Shares and the Drapkin
Shares.
As a managing member of BCA, Mr. Drapkin may be deemed to have the shared power to vote or direct the vote of (and the shared
power to dispose or direct the disposition of) the Norther Right QP Shares. Mr. Drapkin disclaims beneficial ownership of the Northern Right QP Shares. Mr. Drapkin may be deemed to beneficially own and have the power to vote or to direct
the vote of (and the power to dispose or direct the disposition of) the Drapkin Shares.
| 1 | Excludes the following option to purchase shares of Common Stock: Option to purchase 35,000 shares of Common Stock granted to Mr. Drapkin on November 10, 2016 upon his appointment as a director of the Issuer, with an exercise price of $4.80 per share of Common Stock and an expiration date of November 9, 2023, which will vest in full on November 9, 2019, with pro rata acceleration upon a change of control of the Issuer. |
