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 ^* Abkemeier Kurt	2. Issuer Name and Ticker or Trading Symbol PRGX GLOBAL, INC. [ PRGX ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer
(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⁾		40496	D	$7.71	87335	D
Common Stock, no par value	3/3/2021		D⁽²⁾		10668	D	$7.71	76667	D
Common Stock, no par value	3/3/2021		D⁽²⁾		60000	D	$7.71	16667	D
Common Stock, no par value	3/3/2021		D⁽²⁾		16667	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)
Performance-based Restricted Stock Unit	⁽³⁾	3/3/2021		D			110000	⁽³⁾	⁽³⁾	Common Stock, no par value	110000	⁽³⁾	0	D
Performance-based Restricted Stock Unit	⁽³⁾	3/3/2021		D			24000	⁽³⁾	⁽³⁾	Common Stock, no par value	24000	⁽³⁾	0	D
Performance-based Restricted Stock Unit	⁽³⁾	3/3/2021		D			79500	⁽³⁾	⁽³⁾	Common Stock, no par value	79500	⁽³⁾	0	D
Stock Option (right to buy)	$8.96	3/3/2021		D			100000	⁽⁴⁾	1/2/2026	Common Stock, no par value	100000	$0.00 ⁽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 of the Merger, each outstanding Company restricted stock award subject to time-vesting restrictions, whether vested or unvested, was 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 restricted stock subject to such award, less any required withholding taxes.
(3)	Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Company restricted stock unit award subject to performance-based vesting restrictions (each, a "Company PBU"), whether vested or unvested, was 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 PBU (provided the number of shares of Company common stock subject to a Company PBU will be deemed to be the number of shares eligible to vest assuming target performance of such Company PBU), less any required withholding taxes.
(4)	These stock options were cancelled at the effective time of the Merger in exchange for no consideration because the exercise price of such options was equal to or greater than $7.71 (the per share merger consideration).

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Abkemeier Kurt 600 GALLERIA PARKWAY, SUITE 100 ATLANTA, GA 30339			Chief Financial Officer