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)
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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) 01/10/2023 | ||||||||||||||||||||||||||
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 | 01/10/2023 | M | 21,384 | A | $23.46(1) | 1,007,570 | D | |||
Common Stock | 01/10/2023 | F | 8,762 | D | $23.46(1) | 998,808 | D | |||
Common Stock | 01/11/2023 | M | 14,619 | A | $23.73(2) | 1,013,427 | D | |||
Common Stock | 01/11/2023 | F | 5,753 | D | $23.73(2) | 1,007,674 | 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 | (3) | 01/10/2023 | M | 21,384 | (4) | (4) | Common Stock | 21,384 | $0 | 145,346(5) | D | ||||
Restricted Stock Units | (3) | 01/11/2023 | M | 14,619 | (6) | (6) | Common Stock | 14,619 | $0 | 130,727(7) | 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, 2023. |
2. The price represents the price of PROS common stock at the close of market on January 11, 2023. |
3. Each restricted stock unit represents the contingent right to receive one share of PROS common stock. |
4. This grant was awarded on January 10, 2022, in the amount of 85,536 RSUs. They vest at 25% after one-year on the anniversary date, and the remainder vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter. |
5. 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; (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) 64,152 unvested RSUs awarded on January 10, 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. |
6. This grant was awarded on January 11, 2021, in the amount of 58,476 RSUs. They vest annually, in equal installments, over a four-year period on January 11 each year. |
7. This amount includes everything listed in footnote 5, except that the number of shares shown in "(iii)" is reduced to 29,238. |
Remarks: |
Chris Chaffin, attorney-in-fact for Andres D. Reiner | 01/12/2023 | |
** 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). | ||
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. |