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Filing Details

Accession Number:: 0001392972-21-000016
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-01-13 17:36:34
Reporting Period:: 2021-01-11

Accepted Time:: 2021-01-13 17:36:34
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1392972	Pros Holdings Inc.	PRO	Services-Computer Programming Services (7371)	760168604

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1434817	Andres Reiner	3200 Kirby Dr., Suite 600 Houston TX 77098	President & Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Disposition	2021-01-12	42,078	$46.54	947,835	No	4	S	Direct
Common Stock	Disposition	2021-01-12	41,007	$47.44	906,828	No	4	S	Direct
Common Stock	Disposition	2021-01-12	900	$48.22	905,928	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Acquisiton	2021-01-11	58,476	$0.00	58,476	$0.00
Common Stock	Market Stock Units	Acquisiton	2021-01-11	116,952	$0.00	116,952	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
171,474			No	4	A	Direct
336,648			No	4	A	Direct

Footnotes

The sale of shares reported on this Form 4 were made solely to cover tax withholding obligations of the Reporting Person and were sold pursuant to a Rule 10b5-1 trading plan dated November 19, 2020.
This price represents a weighted average price. These shares were sold in one hundred fifty-one (151) transactions at prices ranging from $46.05 to $46.99. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
This price represents a weighted average price. These shares were sold in one hundred forty-one (141) transactions at prices ranging from $47.00 to $47.94. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
This price represents a weighted average price. These shares were sold in nine (9) transactions at prices ranging from $48.08 to $48.40. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock.
This restricted stock unit grant was awarded on January 11, 2021 in the amount of 58,476 restricted stock units and vests annually, in equal installments, over a four-year period on January 11 each year.
Includes (i) 20,737 unvested RSUs awarded on January 8, 2018 - the award vests in four equal annual installments which began on January 10, 2019, with a final lapse date of January 10, 2022; (ii) 52,761 unvested RSUs granted on January 15, 2019 - the award vests in four equal annual installments which began on January 15, 2020, with a final lapse date of January 15, 2023; (iii) 39,500 unvested RSUs awarded on January 13, 2020 - the award will vest in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; and (iv) 58,476 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning on January 11, 2022, with a final lapse date of January 11, 2025.
One share of PROS common stock will be issued for each Market Stock Unit ("MSU") that vests.
The number shown is the maximum possible MSUs which may be earned at 200% of target award.
These MSUs were granted on January 11, 2021, have a settlement date of January 31, 2024 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2021 through December 31, 2023.
All grants in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 140,696 Performance Restricted Share Units ("PRSUs") - the performance period for these shares will end on December 31, 2021 and will settle on January 15, 2022, associated with a January 15, 2019 grant; and (ii) 79,000 PRSUs - the performance period for these shares will end on December 31, 2021 and will settle on January 13, 2023, and is associated with a February 7, 2020 grant; and (iii) 116,952 PMSUs - the performance period for these shares will end on December 31, 2023 and will settle on January 31, 2024, and is associated with a January 11, 2021 grant.