Edgar Filing: PRG SCHULTZ INTERNATIONAL INC

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BLUM CAPITAL PARTNERS LP

2. Issuer Name and Ticker or Trading Symbol
PRG SCHULTZ INTERNATIONAL INC [PRGX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

909 MONTGOMERY STREET, SUITE 400

3. Date of Earliest Transaction (Month/Day/Year)
03/17/2006

(Street)

SAN FRANCISCO, CA 94133

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								61,700	D ⁽¹⁾ ⁽¹⁰⁾
Common Stock								195,286	D ⁽²⁾ ⁽¹⁰⁾
Common Stock								178,700	D ⁽³⁾ ⁽¹⁰⁾
Common Stock								29,660	D ⁽⁴⁾ ⁽¹⁰⁾
Common Stock								173,754	D ⁽⁵⁾ ⁽¹⁰⁾
Common Stock								83,000	D ⁽⁶⁾ ⁽¹⁰⁾
Common Stock								117,700	D ⁽⁷⁾
Common Stock								8,276,400	D ⁽⁸⁾
Common Stock								170,648	D ⁽⁹⁾
Common Stock								225	D ⁽¹¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who 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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

4.75% Convertible Subordinated Notes due 2006

⁽¹²⁾

03/17/2006

J⁽¹²⁾

7,347

⁽¹³⁾

11/26/2006

Common Stock

949,225

$ 7.74

D ⁽²⁾ ⁽¹⁰⁾

Series A Convertible Participating Preferred Stock

⁽¹²⁾

03/17/2006

J⁽¹²⁾

7,347

⁽¹³⁾

03/15/2011

Common Stock

3,104,108

⁽¹²⁾

7,347

D ⁽²⁾ ⁽¹⁰⁾

10.0% Senior Convertible Notes due 2011

$ 0.65

03/17/2006

J⁽¹²⁾

$ 3,526,560

⁽¹⁴⁾

03/15/2011

Common Stock

5,425,479

⁽¹²⁾

$ 3,526,560

D ⁽²⁾ ⁽¹⁰⁾

4.75% Convertible Subordinated Notes due 2006

⁽¹²⁾

03/17/2006

J⁽¹²⁾

6,000

⁽¹³⁾

11/26/2006

Common Stock

775,194

$ 7.74

D ⁽³⁾ ⁽¹⁰⁾

Series A Convertible Participating Preferred Stock

⁽¹²⁾

03/17/2006

J⁽¹²⁾

6,000

⁽¹³⁾

03/15/2011

Common Stock

2,535,000

⁽¹²⁾

6,000

D ⁽³⁾ ⁽¹⁰⁾

10.0% Senior Convertible Notes due 2011

$ 0.65

03/17/2006

J⁽¹²⁾

$ 2,880,000

⁽¹⁴⁾

03/15/2011

Common Stock

4,430,771

⁽¹²⁾

$ 2,880,000

D ⁽³⁾ ⁽¹⁰⁾

4.75% Convertible Subordinated Notes due 2006

⁽¹²⁾

03/17/2006

J⁽¹²⁾

1,116

⁽¹³⁾

11/26/2006

Common Stock

144,186

$ 7.74

D ⁽⁴⁾ ⁽¹⁰⁾

Series A Convertible Participating Preferred Stock

⁽¹²⁾

03/17/2006

J⁽¹²⁾

1,116

⁽¹³⁾

03/15/2011

Common Stock

471,510

⁽¹²⁾

1,116

D ⁽⁴⁾ ⁽¹⁰⁾

10.0% Senior Convertible Notes due 2011

$ 0.65

03/17/2006

J⁽¹²⁾

$ 535,680

⁽¹⁴⁾

03/15/2011

Common Stock

824,123

⁽¹²⁾

$ 535,680

D ⁽⁴⁾ ⁽¹⁰⁾

4.75% Convertible Subordinated Notes due 2006

⁽¹²⁾

03/17/2006

J⁽¹²⁾

6,537

⁽¹³⁾

11/26/2006

Common Stock

844,574

$ 7.74

D ⁽⁵⁾ ⁽¹⁰⁾

Series A Convertible Participating Preferred Stock

⁽¹²⁾

03/17/2006

J⁽¹²⁾

6,537

⁽¹³⁾

03/15/2011

Common Stock

2,761,883

⁽¹²⁾

6,537

D ⁽⁵⁾ ⁽¹⁰⁾

10.0% Senior Convertible Notes due 2011

$ 0.65

03/17/2006

J⁽¹²⁾

$ 3,137,760

⁽¹⁴⁾

03/15/2011

Common Stock

4,827,325

⁽¹²⁾

$ 3,137,760

D ⁽⁵⁾ ⁽¹⁰⁾

4.75% Convertible Subordinated Notes due 2006

⁽¹²⁾

03/17/2006

J⁽¹²⁾

14,697

⁽¹³⁾

11/26/2006

Common Stock

1,898,838

$ 7.74

D ⁽⁸⁾

Series A Convertible Participating Preferred Stock

⁽¹²⁾

03/17/2006

J⁽¹²⁾

14,697

⁽¹³⁾

03/15/2011

Common Stock

6,209,483

⁽¹²⁾

14,697

D ⁽⁸⁾

10.0% Senior Convertible Notes due 2011

$ 0.65

03/17/2006

J⁽¹²⁾

$ 7,054,560

⁽¹⁴⁾

03/15/2011

Common Stock

10,853,172

⁽¹²⁾

$ 7,054,560

D ⁽⁸⁾

4.75% Convertible Subordinated Notes due 2006

⁽¹²⁾

03/17/2006

J⁽¹²⁾

303

⁽¹³⁾

11/26/2006

Common Stock

39,147

$ 7.74

D ⁽⁹⁾

Series A Convertible Participating Preferred Stock

⁽¹²⁾

03/17/2006

J⁽¹²⁾

303

⁽¹³⁾

03/15/2011

Common Stock

128,018

⁽¹²⁾

303

D ⁽⁹⁾

10.0% Senior Convertible Notes due 2011

$ 0.65

03/17/2006

J⁽¹²⁾

$ 145,440

⁽¹⁴⁾

03/15/2011

Common Stock

223,754

⁽¹²⁾

$ 145,440

D ⁽⁹⁾

4.75% Convertible Subordinated Notes due 2006

⁽¹²⁾

03/17/2006

J⁽¹²⁾

⁽¹³⁾

11/26/2006

Common Stock

775

$ 7.74

D ⁽¹¹⁾

Series A Convertible Participating Preferred Stock

⁽¹²⁾

03/17/2006

J⁽¹²⁾

⁽¹³⁾

03/15/2011

Common Stock

2,535

⁽¹²⁾

D ⁽¹¹⁾

10.0% Senior Convertible Notes due 2011

$ 0.65

03/17/2006

J⁽¹²⁾

$ 2,880

⁽¹⁴⁾

03/15/2011

Common Stock

4,431

⁽¹²⁾

$ 2,880

D ⁽¹¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BLUM CAPITAL PARTNERS LP 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO, CA 94133		X
RICHARD C BLUM & ASSOCIATES INC 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO, CA 94133		X
BLUM STRATEGIC GP LLC 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO, CA 94133		X
BLUM STRATEGIC GP II LLC 909 MONTGOMERY STREET, SUITE 400 SAN FRANCISCO, CA 94133		X

Signatures

See Attached Signature Page		04/25/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares are owned directly by Stinson Capital Fund (Cayman), Ltd.
(2)	These shares are owned directly by Stinson Capital Partners, L.P.
(3)	These shares are owned directly by Stinson Capital Partners II, L.P
(4)	These shares are owned directly by Stinson Capital Partners S, L.P. ("Stinson S").
(5)	These shares are owned directly by Stinson Capital Partners (QP), L.P. ("Stinson QP")
(6)	These shares are owned directly by BK Capital Partners IV, L.P.
(7)	These shares are owned directly by Blum Strategic Partners, L.P. ("Blum Strategic"). The shares also may be deemed to be owned indirectly by Blum Strategic GP, L.L.C. ("Blum GP"), the general partner of Blum Strategic. Blum GP disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(8)	These shares are owned directly by Blum Strategic Partners II, L.P ("Strategic II"). The shares also may be deemed to be owned indirectly by Blum Strategic GP II, L.L.C. ("Blum GP II"), the general partner of Strategic II. Blum GP II disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(9)	These shares are owned directly by Blum Strategic Partners II GMBH & Co. KG ("Strategic II KG"). The shares also may be deemed to be owned indirectly by Blum GP II, the managing limited partner of Strategic II KG. Blum GP II disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(10)	These shares may be deemed to be owned indirectly by the following parties: (i) Blum LP, an investment manager with voting and investment discretion for the investment advisory account described in Note (1) and the general partner of the limited partnerships described in Notes (2), (3), (4), (5), and (6); and (ii) Richard C. Blum & Associates, Inc. ("RCBA Inc."), the general partner of Blum LP. Blum LP and RCBA Inc. disclaim beneficial ownership in these shares, except to the extent of any pecuniary interest therein.
(11)	These shares are directly owned by Blum LP. They may be deemed to be owned indirectly by RCBA Inc., as described in Note (10) above. RCBA Inc. disclaims beneficial ownership of these shares, except to the extent of any pecuniary interest therein.
(12)	As part of the Issuer's financial restructuring plan, each 4.75% Convertible Subordinated Note due 2006 having a principal amount of $1,000, was exchanged for: 1) one share of 9.0% Senior Series A Convertible Participating Preferred Stock, each share having a liquidation preference of $120.00, which is convertible into shares of common stock at a conversion price of $0.28405 per share; 2) $480 principal amount of 10.0% Senior Convertible Notes due 2011 (10% Senior Notes"); and 3) $400 principal amount of 11.0% Senior Notes due 2011.
(13)	Immediately exercisable.
(14)	After August 15, 2006, but prior to the new conversion rights date, which is defined as the first date on which each of the following has occurred: 1) the effectivness of a registration statement covering the resale of the 10% Senior Notes; and 2) a majority of the Issuer's common stock shareholders have approved an increase in the amount of authorized shares of common stock, each $1,000 of face amount of 10% Senior Notes are convertible into 2.083 shares of Series B Convertible Preferred Stock ("Series B Stock"). Each share of Series B Stock will be convertible into common stock at an initial conversion price per share of $0.65. If the new conversion rights date occurs on or before August 15, 2006, the 10% Senior Notes will only be convertible into common stock and no Series B Stock will be issued.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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 number.