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) 01/01/2015 | ||||||||||||||||||||||||||
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 | 01/01/2015 | M | 20,000 | A | $27.48(1) | 314,746 | D | |||
Common Stock | 01/01/2015 | F | 8,592 | D | $27.48(1) | 306,154 | D | |||
Common Stock | 01/01/2015 | M | 26,250 | A | $27.48(1) | 332,404 | D | |||
Common Stock | 01/01/2015 | F | 11,012 | D | $27.48(1) | 321,392 | D | |||
Common Stock | 01/01/2015 | M | 9,225 | A | $27.48(1) | 330,617 | D | |||
Common Stock | 01/01/2015 | F | 3,870 | D | $27.48(1) | 326,747 | 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 | (2) | 01/01/2015 | M | 20,000 | (3) | (3) | Common Stock | 20,000 | $0 | 155,175(4) | D | ||||
Restricted Stock Units | (2) | 01/01/2015 | M | 26,250 | (5) | (5) | Common Stock | 26,250 | $0 | 135,175(4) | D | ||||
Restricted Stock Units | (2) | 01/01/2015 | M | 9,225 | (6) | (6) | Common Stock | 9,225 | $0 | 108,925(4) | D |
Explanation of Responses: |
1. The price represents the price of PROS Holdings, Inc. common stock at the close of market on December 31, 2014, the previous business day before the vest date of January 1, 2015. |
2. Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. |
3. This restricted stock unit grant was awarded on February 14, 2012 in the amount of 80,000 units, and vests annually, in equal installments over a four year period on January 1st of each year. |
4. Includes (i) 8,750 unvested restricted stock units associated with a May 10, 2011 grant, the last tranche of which will vest May 10, 2015; (ii) 20,000 unvested restricted stock units associated with a February 14, 2012 grant, the last tranche of which will vest on January 1, 2016; (iii) 52,500 unvested restricted stock units associated with a January 18, 2013 grant, which will vest in equal installments on January 1st over the next two years; and (iv) 27,675 unvested restricted stock units associated with a February 11, 2014 grant which will vest in equal installments on January 1st over the next three years. |
5. This restricted stock unit grant was awarded on January 18, 2013 in the amount of 105,000 units and vests annually, in equal installments over a four year period on January 1st of each year. |
6. This restricted stock unit grant was awarded on February 11, 2014 in the amount of 36,900 units and vests annually, in equal installments over a four year period on January 1st of each year. |
Remarks: |
Damian Olthoff, attorney-in-fact for Andres D. Reiner | 01/05/2015 | |
** 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. |