UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities & Exchange Act of 1934
Amendment No. __)*
PRG-Schultz International, Inc.
(Name of Issuer)
Common Stock, no par value
Title of Class of Securities)
69357C503
(CUSIP Number)
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this schedule is filed:
(X) Rule 13d-1(b)
( ) Rule 13d-1(c)
( ) Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in 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.)
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
CUSIP No. 69357C503
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sandelman Partners, LP
2. Check the Appropriate Box if a Member of a Group (See
Instructions) N/A
(a) ( )
(b) ( )
3. SEC Use Only
____________________________________________________________
4. Citizenship or Place of Organization: Delaware, USA
Number of 5. Sole Voting Power: 0
Shares Bene-
ficially by 6. Shared Voting Power: 1,197,886
Owned by Each
Reporting 7. Sole Dispositive Power: 0
Person With:
8. Shared Dispositive Power: 1,197,886
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,197,886
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ( )
11. Percent of Class Represented by Amount in Row (9): 13.53%
12. Type of Reporting Person (See Instructions): IA
____________________________________________________________
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sandelman Partners Multi-Strategy Master Fund, Ltd.
2. Check the Appropriate Box if a Member of a Group (See
Instructions) N/A
(a) ( )
(b) ( )
3. SEC Use Only
____________________________________________________________
4. Citizenship or Place of Organization: Cayman Islands
Number of 5. Sole Voting Power: 0
Shares Bene-
ficially by 6. Shared Voting Power: 1,197,886
Owned by Each
Reporting 7. Sole Dispositive Power: 0
Person With:
8. Shared Dispositive Power: 1,197,886
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,197,886
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ( )
11. Percent of Class Represented by Amount in Row (9): 13.53%
12. Type of Reporting Person (See Instructions): OO
____________________________________________________________
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Sandelman Partners GP, LLC
2. Check the Appropriate Box if a Member of a Group (See
Instructions) N/A
(a) ( )
(b) ( )
3. SEC Use Only
____________________________________________________________
4. Citizenship or Place of Organization: Delaware, USA
Number of 5. Sole Voting Power: 0
Shares Bene-
ficially by 6. Shared Voting Power: 1,197,886
Owned by Each
Reporting 7. Sole Dispositive Power: 0
Person With:
8. Shared Dispositive Power: 1,197,886
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,197,886
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ( )
11. Percent of Class Represented by Amount in Row (9): 13.53%
12. Type of Reporting Person (See Instructions): OO, HC
____________________________________________________________
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jonathan Sandelman
2. Check the Appropriate Box if a Member of a Group (See
Instructions) N/A
(a) ( )
(b) ( )
3. SEC Use Only
____________________________________________________________
4. Citizenship or Place of Organization: US Citizen
Number of 5. Sole Voting Power: 0
Shares Bene-
ficially by 6. Shared Voting Power: 1,197,886
Owned by Each
Reporting 7. Sole Dispositive Power: 0
Person With:
8. Shared Dispositive Power: 1,197,886
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,197,886
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares ( )
11. Percent of Class Represented by Amount in Row (9): 13.53%
12. Type of Reporting Person (See Instructions): IN, HC
Item 1.
(a) Name of Issuer
PRG-Schultz International, Inc.
(the "Company")
(b) Address of Issuer's Principal Executive Offices
600 Galleria Parkway, Suite 100
Atlanta, Georgia 30339-5986
Item 2.
(a) Name of Person Filing
Sandelman Partners, LP
(b) Address of Principal Business Office or, if none,
Residence
500 Park Avenue, 3rd Floor
New York, NY 10022
(c) Citizenship
Delaware limited partnership
(d) Title of Class of Securities
Common stock, no par value
(e) CUSIP Number
69357C503
Item 3. If this statement is filed pursuant to Sections 240.13d-1(b
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) ( ) Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
(b) ( ) Bank as defined in section 3(a)(6) of the Act
(15 U.S.C 78c).
(c) ( ) Insurance company as defined in section 3(a)(19) of the
Act (15 U.S.C. 78c).
(d) ( ) Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) (X) An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f) ( ) An employee benefit plan or endowment fund in accordance
with Section 240.13d-1(b)(1)(ii)(F);
(g) ( ) A parent holding company or control person in accordance
with Section 240.13d-1(b)(1)(ii)(G);
(h) ( ) A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ( ) A church plan the is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company act of 1940 (15 U.S.C.)
(j) ( ) Group, in accordance with Section 240.13d-1(b)(1)
(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number
and percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount beneficially owned:
As of December 31, 2006, 1,197,886 shares of common stock, which includes
167,981 shares of common stock, 462,882 shares issuable upon conversion
of the Company's 9.0% Senior Series A Convertible Participating
Preferred Stock (the "Series A Preferred Stock") and 567,023 shares
issuable upon conversion of the Company's 10% Senior
Convertible Notes Due 03-15-2011 (the "10% Convertible
Notes").
(b) Percent of class:
As of December 31, 2006, 13.53%, calculated based on 8,856,222
shares of common stock outstanding, which number is calculated
by adding (i)6,890,102 (the number of shares of common stock
outstanding as of October 31, 2006, as reported on the
Company's 10Q report filed on November 8, 2006);
(ii) 936,215 (the number of shares of common stock issued
upon conversion of 21,217 shares of Series A Preferred Shares
by market participants in the period from October 31, 2006 to
December 31, 2006 as reported on forms 8K); and (iii)
1,029,905 (the number of shares of common stock deemed held
under Rule 240.13d-3(d)(1) as a result of the beneficial
ownership of the Series A Preferred Stock and the 10%
Convertible Notes).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,197,886
(iii) Sole power to dispose or to direct the disposition
of: 0
(iv) Shared power to dispose or to direct the disposition
of: 1,197,886
Instruction. For computations regarding securities which
represents a right to acquire an underlying security see Section
240.13d-3(d)(1).
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the
following ( ).
Instruction: Dissolution of a group requires a response to
this item.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, such securities, a statement to that effect should be
included in response to this item and, if such interest relates to
more than five percent of the class, such person should be
identified. A listing of shareholders of an investment
company registered under the Investment Company Act of 1940 or
the beneficiaries of employee benefit plan, pension fund or
endowment fund is not required.
Sandelman Partners, LP is registered as an investment adviser
under Section 203 of the Investment Advisors Act of 1940
(15 USC 80b-3) and has discretionary authority with regard to
an account that holds the Common Stock, Series A Preferred Stock
and the 10% Convertible Notes. Sandelman Partners GP, LLC is the
General Partner of Sandelman Partners, LP, and Jonathan
Sandelman is the Managing Member of the general partner.
The account over which Sandelman Partners, LP has discretionary
authority and that holds the securities reported herein is
Sandelman Partners Multi-Strategy Master Fund, Ltd..
It holds 167,981 shares of common stock and 1,029,905
shares under Section 240.13d-3(d)(1) as a result of the
beneficial ownership of the Series A Preferred Stock and the 10%
Convertible Notes.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company
See revelant cover pages and item 6 above.
If a parent holding company has filed this schedule, pursuant to
Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit
stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
stating the identity of each member of the group.
Item 8. Identification and Classification of Members of the Group
Not applicable.
If a group has filed this schedule pursuant to Section 240.13d-
1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit
stating the identity and Item 3 classification of each member of
the group. If a group has filed this schedule pursuant to Section
240.13d-1(c) or Section 240.13d-1(d), attached an exhibit stating
the identity of each member of the group.
Item 9. Notice of Dissolution of Group.
Not applicable.
Notice of dissolution of a group may be furnished as an
exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on
will be filed, if required, by members of the group, in their
individual capacity. See Item 5.
Item 10. Certifications
Item 10 (a)
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
Item 10 (b) Not Applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 14, 2007
Date
Sandelman Partners, LP
/s/ Jonathan Sandelman
Signature
Jonathan Sandelman, CEO
Name/Title
Sandelman Partners Multi-
Strategy Master Fund, Ltd.
by: Sandelman Partners, LP
/s/ Jonathan Sandelman
Signature
Jonathan Sandelman, CEO
Name/Title
Sandelman Partners GP, LLC
/s/ Jonathan Sandelman
Signature
Jonathan Sandelman, Managing Member
Name/Title
Jonathan Sandelman
/s/ Jonathan Sandelman
Signature