13D Filing: Becker Drapkin Management and PRGX Global Inc. (PRGX)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PRGX Global,
Inc.

(Name of Issuer)

Common Stock

(Title of
Class of Securities)

69357C503

(CUSIP Number)

Northern
Right Capital Management, L.P.

Attn: Matthew A. Drapkin

10 Corbin Drive

3^rd Floor

Darien, Connecticut 06820

(203) 951-5440

(Name,
Address and Telephone Number of PersonAuthorized to Receive Notices and Communications)

May 26, 2017

(Date of Event which Requires Filing of this Statement)

If the filing person has
previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).

CUSIP No. 69357C503

CUSIP No. 69357C503

CUSIP No. 69357C503

CUSIP No. 69357C503

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 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 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.

As of the date hereof, no Reporting Person beneficially owns any shares of Common Stock other
than those set forth in this Item 5.

(c) The trading dates, number of shares of Common Stock purchased or sold, and the price per share of
Common Stock for all transactions by the Reporting Persons in shares of Common Stock within the last 60 days, all of which were brokered transactions, are set forth below.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock reported herein.

(e) Not applicable.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigneds knowledge and belief, each of the undersigned, severally and not jointly, certified
that the information set forth in this statement is true, complete and correct.

Dated: May 31, 2017