PROS (PRO) Form 4 PROS / Scott William Cook ownership change

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^*

Cook Scott William

(Last) (First) (Middle)

3200 KIRBY DR., SUITE 600

(Street)

HOUSTON 77098

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [ PRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Sr.VP,Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	09/01/2023		M		607	A	$35.76(1)	37,813	D
Common Stock	09/01/2023		F		239	D	$35.76(1)	37,574	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 (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	(2)	09/01/2023	09/01/2023	M			607	(3)	(3)	Common Stock	607	$0	64,494(4)	D

Explanation of Responses:

1. The price represents the price of PROS Holdings, Inc. ("PROS") Common Stock at the close of market on September 1, 2023.

2. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

3. This is a single tranche of RSUs granted on March I, 2022 which vest quarterly after the first full year of vesting and will fully vest in March 2026.

4. Includes: (i) 1,500 unvested RSUs awarded 1/13/20 - vesting in 4 equal annual installments beginning 1/13/21, and a final lapse date of 1/13/24; (ii) 7,245 unvested RSUs awarded 1/11/21 - vests in 4 equal annual installments beginning 1/11/22, and a final lapse date of 1/11/25; (iii) 12,637 unvested RSUs awarded 1/10/22 - vests at 25% after I year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the Ist month of each quarter thereafter; (iv) 6,075 unvested RSUs awarded 3/1/22 vests at 25% after I year on the anniversary date and the remainder vesting at 6.25% after the completion of each 3-month calendar period thereafter; and (v) 37,037 unvested RSUs awarded 1/12/23 - vests at 25% after I year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the Isl month of each quarter thereafter.

Remarks:

	Chris Chaffin, attorney-in-fact for Scott William Cook	09/05/2023
	** 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).
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