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Filing Details

Accession Number:: 0001392972-22-000002
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-12 17:05:17
Reporting Period:: 2022-01-10

Accepted Time:: 2022-01-12 17:05:17
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	Explanation
Restricted Stock Units	Acquisiton	2022-01-10	20,737	$32.15	941,769	No	4	M	Direct
Common Stock	Disposition	2022-01-11	9,332	$32.70	932,437	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	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	2022-01-10	20,737	$0.00	20,737	$0.00
Common Stock	Restricted Stock Units	Acquisiton	2022-01-10	85,536	$0.00	85,536	$0.00
Common Stock	Market Stock Units	Acquisiton	2022-01-10	171,072	$0.00	171,072	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
123,275	No	4	M	Direct
208,811	No	4	A	Direct
507,720	No	4	A	Direct

Footnotes

The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 10, 2022.
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 December 9, 2021.
The price shown is the average price for the sale of shares sold in 196 separate transactions ranging from $31.64 to $33.14.
Each RSU represents the contingent right to receive one share of PROS common stock.
This is the last tranche of a RSU grant, awarded on January 8, 2018 in the amount of 82,948 units, that vested annually, in equal installments over a four-year period on January 10 of each year.
Includes (i) 35,174 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; (ii) 29,625 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 (iii) 58,476 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025.
This grant was awarded on January 10, 2022. These RSUs will vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter.
This amount includes everything listed in Footnote 6 with the addition of the grant awarded on January 10, 2022 as described in Footnote 7.
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 10, 2022, have a settlement date of January 31, 2025 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, 2022 through December 31, 2024.
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") - theperformance 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 shareswill end on December 31, 2021 and will settle on January 13, 2023, and is associated with a February 7, 2020 grant; (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; and (iv) 171,072 PMSUs - the performance period for these shares will end on December 31, 2024, and is associated with a January 10, 2022 grant.