Statement of Changes in Beneficial Ownership (4)

FORM 4 [X] 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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Kimble William F	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) 600 GALLERIA PARKWAY, SUITE 100	3. Date of Earliest Transaction (MM/DD/YYYY) 3/3/2021
(Street) ATLANTA, GA 30339 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, no par value	3/3/2021		D⁽¹⁾		31810	D	$7.71	0	D

*Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)*
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units subject to deferral election	⁽²⁾	3/3/2021		D			30769	⁽²⁾	⁽²⁾	Common Stock, no par value	30769	⁽²⁾	0	D
Stock Option (right to buy)	$3.91	3/3/2021		D			1424	⁽³⁾	4/20/2021	Common Stock, no par value	1424	$3.80 ⁽³⁾	0	D
Stock Option (right to buy)	$3.91	3/3/2021		D			8546	⁽³⁾	4/20/2022	Common Stock, no par value	8546	$3.80 ⁽³⁾	0	D
Stock Option (right to buy)	$4.50	3/3/2021		D			35000	⁽³⁾	6/14/2022	Common Stock, no par value	35000	$3.21 ⁽³⁾	0	D
Stock Option (right to buy)	$5.04	3/3/2021		D			35000	⁽³⁾	6/26/2023	Common Stock, no par value	35000	$2.67 ⁽³⁾	0	D
Stock Option (right to buy)	$6.35	3/3/2021		D			13636	⁽³⁾	6/25/2024	Common Stock, no par value	13636	$1.36 ⁽³⁾	0	D
Deferred Compensation Plan Units	⁽⁴⁾	3/3/2021		D			10052	⁽⁴⁾	⁽⁴⁾	Common Stock, no par value	10052	$7.71 ⁽⁴⁾	0	D
Deferred Compensation Plan Units	⁽⁴⁾	3/3/2021		D			18547	⁽⁴⁾	⁽⁴⁾	Common Stock, no par value	18547	$7.71 ⁽⁴⁾	0	D

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)	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.
(3)	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.
(4)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kimble William F 600 GALLERIA PARKWAY, SUITE 100 ATLANTA, GA 30339	X