SEC FORM 4

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)

3100 MAIN ST.

SUITE 900

(Street)

HOUSTON

77002

(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)
03/21/2019

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)
Performance Share Units	03/21/2019		M		125,000⁽¹⁾	A	$43.05⁽²⁾	256,449⁽³⁾	D
Performance Share Units	03/21/2019		F		46,688⁽⁴⁾	D	$43.05	209,761⁽³⁾	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)
Performance Share Units	⁽⁵⁾	03/21/2019		M			125,000	⁽¹⁾	⁽¹⁾	Common Stock	125,000	$0	155,968⁽⁶⁾	D

Explanation of Responses:

1. Represents PROS Holdings, Inc. ("PROS") common stock earned pursuant to a March 24, 2016 grant of performance shares in the form of market share units. The amount shown was approved by the PROS Compensation and Leadership Development Committee on March 21, 2019, and was issued at the maximum amount of 200% based on achievement of certain targets in the three-year performance period ending on March 1, 2019.

2. This price represents the closing price of PROS common stock on March 1, 2019.

3. Includes 3,500 shares held in joint account controlled by Stefan and Mary Schulz.

4. Represents the number of shares withheld by, and surrendered to, the issuer to satisfy tax withholding obligations that arose in connection with the issuance of the performance shares.

5. Each performance share (market share unit) finally awarded represents the contingent right to receive one share of PROS common stock.

6. Includes (i) 52,000 performance shares (market share units) which will vest on January 1, 2020, associated with a January 20, 2017 grant; (ii) 55,556 performance shares (market share units) which will vest on January 10, 2021, associated with a January 12, 2018 grant; and (iii) 48,412 performance shares (market share units) which will vest on January 15, 2022, associated with a January 15, 2019 grant. All grants assume the maximum shares awarded possible at 200%. This amount does not include any performance shares that are categorized as restricted stock units.

Remarks:

	Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz	03/25/2019
	** 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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