PROS Form 4 / Stefan B Schulz 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^*

Schulz Stefan B

(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)
EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/10/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/10/2025		M		2,916	A	$21.91⁽¹⁾	269,451	D
Common Stock	01/10/2025		F		1,485	D	$21.91⁽¹⁾	267,966	D
Common Stock	01/11/2025		M		9,315	A	$21.59⁽²⁾	277,281	D
Common Stock	01/11/2025		F		4,629	D	$21.59⁽²⁾	272,652	D
Common Stock	01/12/2025		M		4,629	A	$21.59⁽³⁾	277,281	D
Common Stock	01/12/2025		F		2,111	D	$21.59⁽³⁾	275,170	D
Common Stock	01/12/2025		M		17,055	A	$21.59⁽³⁾	292,225	D
Common Stock	01/12/2025		F		7,778	D	$21.59⁽³⁾	284,447	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	01/10/2025		M			2,916	⁽⁵⁾	⁽⁵⁾	Common Stock	2,916	$0	130,868⁽⁶⁾	D
Restricted Stock Units	⁽⁴⁾	01/11/2025		M			9,315	⁽⁷⁾	⁽⁷⁾	Common Stock	9,315	$0	121,553⁽⁸⁾	D
Restricted Stock Units	⁽⁴⁾	01/12/2025		M			4,629	⁽⁹⁾	⁽⁹⁾	Common Stock	4,629	$0	116,924⁽¹⁰⁾	D
Restricted Stock Units	⁽⁴⁾	01/12/2025		M			17,055	⁽¹¹⁾	⁽¹¹⁾	Common Stock	17,055	$0	99,869⁽¹²⁾	D

Explanation of Responses:

1. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 10, 2025.

2. The price represents the price of PROS common stock at the close of market on January 13, 2025, the first business day after the vesting date of January 11, 2025.

3. The price represents the price of PROS common stock at the close of market on January 13, 2025, the first business day after the vesting date of January 12, 2025.

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

5. This is the ninth tranche of a grant awarded on January 10, 2022 in the amount of 46,656 RSUs, with a final lapse date of January 10, 2026.

6. Includes: (i) 9,315 unvested RSUs awarded January 11, 2021 - the award vests in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; (ii) 11,664 unvested RSU s awarded January I0, 2022 - the award vests 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; (iii) 41,669 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; and (iv) 68,220 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter.

7. This is the final tranche of a grant awarded on January 11, 2021, in the amount of 37,259 RSUs.

8. This amount includes everything listed in Footnote 6, but item (i) is removed.

9. This is the fifth tranche of a grant awarded on January 12, 2023 in the amount of 74,074 RSUs, with a final lapse date of January 12, 2027.

10. Includes: (i) 11,664 unvested RSU s awarded January I0, 2022 - the award vests 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; (ii) 37,040 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; and (iii) 68,220 unvested RSUs awarded January 12, 2023 - the award vests at 25% after one year on the anniversary date and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter.

11. This is the first tranche of a grant awarded on January 12, 2024 in the amount of 68,220 RSUs, with a final lapse date of January 12, 2028.

12. This amount includes everything listed in Footnote 10, but item (iii) is changed to 51,165 shares.

Remarks:

	Chris Chaffin, attorney-in-fact for Stefan B. Schulz	01/14/2025
	** 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.

PROS (PRO) Form 4PROS / Stefan B Schulz ownership change