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Filing Details

Accession Number:: 0001392972-22-000016
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-01-20 17:22:12
Reporting Period:: 2022-01-18

Accepted Time:: 2022-01-20 17:22:12
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	Acquisiton	2022-01-18	17,587	$28.27	963,495	No	4	M	Direct
Common Stock	Acquisiton	2022-01-18	55,645	$28.27	1,019,140	No	4	M	Direct
Common Stock	Disposition	2022-01-19	32,954	$28.64	986,186	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
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	2022-01-18	17,587	$28.27	17,587	$0.00
Common Stock	Market Stock Units	Acquisiton	2022-01-18	55,645	$0.00	55,645	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
166,730			No	4	M	Direct
367,024			No	4	M	Direct

Footnotes

The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 18, 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.
This price represents a weighted average price. These shares were sold in five hundred and twenty eight (528) transactions at prices ranging from $26.81 to $28.64. 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 ("RSU") represents the contingent right to receive one share of PROS common stock.
This is the third tranche of a RSU grant, awarded on January 15, 2019 in the amount of 70,348 units, that vest annually, in equal installments over a four-year period on January 15 of each year.
Includes (i) 17,587 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) 19,750 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) 43,857 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; and (iv) 85,536 unvested RSUs awarded on January 10, 2022 - the award 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.
One share of PROS common stock will be issued for each performance share ("MSU") that vests.
These performance MSUs vested on January 18, 2022 at 79.09% of target (70,348). The final award was based on PROS total recurring revenue measured according to U.S. generally accepted accounting principles meeting certain minimum performance hurdles for the performance period of January 1, 2019 to December 31, 2020.
The performance grants listed in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and include: (i) 79,000 performance RSUs - the performance period for these shares will end on December 31, 2021 and will vest on January 13, 2023, and is associated with a February 7, 2020 grant; (ii) 116,952 MSUs - the performance period for these shares will end on December 31, 2023 and will vest on January 31, 2024, associated with a January 11, 2021 grant; and (iii) 171,072 MSUs - the performance period for these shares will end on December 31, 2024, and is associated with a January 10, 2022 grant.