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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
o | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. | Name and Address of Reporting Person* |
2. | Issuer Name and Ticker or Trading Symbol |
3. | I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) |
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Greimann, Garth H. (Last) (First) (Middle) |
PRG-Schultz International, Inc. (PRGX) |
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c/o Berkshire Partners LLC One Boston Place, Suite 3300 (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
January 9, 2003 |
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6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group Filing (Check Applicable Line) |
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Boston, MA 02108 (City) (State) (Zip) |
x | Director | o | 10% Owner | x | Form Filed by One Reporting Person | ||||||
o | Officer (give title below) | o | Form Filed by More than One Reporting Person | |||||||||
o | Other (specify below) | |||||||||||
Reminder: | Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
* | If the form is filed by more than one reporting person, see instruction 4(b)(v). |
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 Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | Amount | (A) or (D) |
Price | |||||||||||||||||||
Common Stock | 4,309,837 | I | (1) | ||||||||||||||||||||
Common Stock | 11,491 | D | |||||||||||||||||||||
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Table II Derivative
Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) |
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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) |
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Code | V | (A) | (D) | ||||||||||||||
Options to Purchase Common Stock | $8.86 | 1/7/03 | A | 10,000 | |||||||||||||
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Table II Derivative
Securities Acquired, Disposed of, or Beneficially Owned Continued (e.g., puts, calls, warrants, options, convertible securities) |
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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) |
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Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
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Immed. | 1/7/08 | Common Stock | 10,000 | N/A | 58,750 | D(2) | |||||||||||
Explanation of Responses:
(1) The shares are beneficially owned by or through certain affiliated investment entities. Mr. Greimann disclaims beneficial ownership of the shares of common stock except to the extent of his pecuniary interest, and the filing of this report shall not be deemed an admission that Mr. Greimann is the beneficial owner of the common stock covered by this report.
(2) Pursuant to an agreement between Mr. Greimann and Berkshire Partners LLC, Berkshire Partners LLC has an economic interest in these options.
/s/ Garth H. Greimann | 1/9/03 | |
**Signature of Reporting Person |
Date |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
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