SEC Form 4
FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol PROS Holdings, Inc. [ PRO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 03/01/2020 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 03/01/2020 | M | 22,500 | A | $46.7 | 700,407 | D | |||
Common Stock | 03/01/2020 | F | 9,057 | D | $46.7 | 691,350 | D | |||
Common Stock | 03/02/2020 | M | 168,000 | A | $46.7 | 859,350 | D | |||
Common Stock | 03/02/2020 | F | 67,620 | D | $46.7 | 791,730 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
Restricted Stock Units | (1) | 03/01/2020 | M | 22,500 | (2) | (2) | Common Stock | 22,500 | $0 | 154,735(3) | D | ||||
Market Stock Units | (4) | 03/02/2020 | M | 168,000 | (5) | (5) | Common Stock | 168,000 | $0 | 385,592(6) | D |
Explanation of Responses: |
1. Each restricted stock unit ("RSU") vesting represents the continent right to receive one share of PROS Holdings, Inc. common stock. |
2. This is the final tranche of a RSU grant awarded on March 24, 2016 in the amount of 90,000 units, which vested annually in equal installments over a four-year period on March 1st of each year, with the final lapse date of March 1, 2020. |
3. Includes (i) 21,000 unvested RSUs awarded on January 20, 2017 - the award vests in four equal annual installments which began on January 1, 2018, with a final lapse date of January 1, 2021; (ii) 41,474 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; (iii) 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; and (iv) 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. |
4. Each market stock unit ("MSU") finally awarded represents the contingent right to receive one share of PROS Holdings, Inc. common stock. |
5. Represents the MSUs granted on January 20, 2017. The number of shares awarded reflects a 200% achievement level earned. |
6. All performance grants are shown at the maximum possible number of shares which may be earned at 200% of target award, and include: (i) 165,896 MSUs - the performance period for these shares will end on December 31, 2020 and will vest on January 10, 2021, associated with a January 12, 2018 grant; (ii) 140,696 performance RSUs - the performance period for these shares will end on December 31, 2021 and will vest on January 15, 2022, associated with a January 15, 2019 grant; and (iii) 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. |
Remarks: |
Damian Olthoff, attorney-in-fact for Andres D. Reiner | 03/03/2020 | |
** Signature of Reporting Person | Date | |
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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |