Sec Form 4 Filing - Kerr David E @ PDI INC - 2011-03-03

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 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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1. Name and Address of Reporting Person Kerr David E 2. Issuer Name and Ticker or Trading Symbol PDI INC [ PDII] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Senior VP Business Development (Last) (First) (Middle) C/O PDI, INC., MORRIS CORPORATE CENTER 1, 300 INTERPACE PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/03/2011 (Street) PARSIPPANY, NJ07054 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock ( 1 ) 10,998 D Common Stock ( 2 ) 03/03/2011 A 17,773 A $ 8.44 28,771 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Appreciation Rights $ 3.32 ( 3 ) 06/03/2016 Common Stock 25,000 25,000 D Stock Appreciation Rights $ 5.03 ( 4 ) 03/01/2015 Common Stock 18,072 43,072 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kerr David E C/O PDI, INC., MORRIS CORPORATE CENTER 1 300 INTERPACE PARKWAY PARSIPPANY, NJ07054 Senior VP Business Development Signatures David Kerr 03/07/2011 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 8,946 restricted stock units that vest on March 1, 2013 and 1,518 shares of restricted stock that vest one-half on each of 12/21/11 and 12/21/12. ( 2 )Restricted stock that vests on March 3, 2014. ( 3 )Performance contingent stock appreciation rights ("SARs") of which 12,500 are currently vested. The remaining 12,500 vest one-half on each of 6/3/11 and 6/3/12. The SARs are only exercisable if the performance conditions are met. ( 4 )Stock appreciation rights that are one-third currently vested and vest one-third on each of 3/1/12 and 3/1/13.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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