Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Pamnani Puneet
2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2012
3. Issuer Name and Ticker or Trading Symbol
PRGX GLOBAL, INC. [PRGX]
(Last)
(First)
(Middle)
600 GALLERIA PARKWAY, SUITE 100
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

ATLANTA, GA 30339
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 20,355 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option   (2) 05/25/2016 Common Stock 3,606 $ 2.82 D  
Stock Option   (3) 06/22/2017 Common Stock 6,667 $ 3.96 D  
Stock Option   (4) 05/22/2018 Common Stock 6,250 $ 7.41 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Pamnani Puneet
600 GALLERIA PARKWAY
SUITE 100
ATLANTA, GA 30339
      See Remarks  

Signatures

/s/ Puneet Pamnani 02/17/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes the following shares of restricted stock: (i) 1,202 shares which will vest in full on May 26, 2012; (ii) 4,445 shares which will vest in two equal installments on each of June 23, 2012 and 2013; (iii) 2,500 shares which will vest in full on February 17, 2013; and (iv) 6,250 shares which will vest in three equal installments on each of May 23, 2012, 2013, and 2014.
(2) Option vests in three equal installments. The first two installments became exercisable on each of May 26, 2010 and 2011, and the last installment becomes exercisable on May 26, 2012.
(3) Option vests in three equal installments. The first installment became exercisable on June 23, 2011, and the next two installments become exercisable on each of June 23, 2012 and 2013.
(4) Option vests in three equal installments on each of May 23, 2012, 2013, and 2014.
 
Remarks:
SVP - Strategy, M&A and Portfolio Management

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