0001392972-20-000064.txt : 20200303 0001392972-20-000064.hdr.sgml : 20200303 20200303161402 ACCESSION NUMBER: 0001392972-20-000064 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200301 FILED AS OF DATE: 20200303 DATE AS OF CHANGE: 20200303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schulz Stefan B CENTRAL INDEX KEY: 0001340371 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33554 FILM NUMBER: 20682379 MAIL ADDRESS: STREET 1: 9625 W 76TH STREET CITY: EDEN PRAIRIE STATE: MN ZIP: 55344 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROS Holdings, Inc. CENTRAL INDEX KEY: 0001392972 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 760168604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3100 MAIN STREET STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 713-335-5151 MAIL ADDRESS: STREET 1: 3100 MAIN STREET STREET 2: SUITE 900 CITY: HOUSTON STATE: TX ZIP: 77002 4 1 wf-form4_158327002607298.xml FORM 4 X0306 4 2020-03-01 0 0001392972 PROS Holdings, Inc. PRO 0001340371 Schulz Stefan B 3100 MAIN ST. SUITE 900 HOUSTON TX 77002 0 1 0 0 EVP and CFO Common Stock 2020-03-01 4 M 0 15625 46.70 A 223737 D Common Stock 2020-03-01 4 F 0 6290 46.70 D 217447 D Common Stock 2020-03-02 4 M 0 52200 46.70 A 269647 D Common Stock 2020-03-02 4 F 0 21011 46.70 D 248636 D Common Stock 2020-03-02 4 S 0 2000 45.737 D 246636 D Restricted Stock Units 2020-03-01 4 M 0 15625 0 D Common Stock 15625.0 80466 D Market Stock Units 2020-03-02 4 M 0 52200 0 D Common Stock 52200.0 134168 D The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 13, 2019. This price represents a weighted average price. These shares were sold in 49 transactions at prices ranging from $44.30 to $46.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of PROS Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote 2 to this Form 4. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock. This is the last tranche of a RSU grant awarded on March 25, 2016 in the amount of 62,500 units, which vested annually in equal installments over a four-year period on March 1st of each year, with a final lapse date of March 1, 2020. Includes: (i) 9,800 unvested RSUs awarded on January 20, 2017 - the award vests in four equal annual installments which began on January 1, 2018, with a final lapse date of January 1, 2021; (ii) 20,834 unvested RSUs awarded on January 8, 2018 - the award vests in four equal annual installments which began on January 10, 2019, with a final lapse date of January 10, 2022; (iii) 27,232 unvested RSUs awarded 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; and (iv) 22,600 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. Each market stock unit ("MSU") finally awarded represents the contingent right to receive one share of PROS Holdings, Inc. common stock. Represents MSUs granted on January 20, 2017. The number of shares awarded reflects a 200% achievement level earned. All performance grants are shown at the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 55,556 MSUs which will vest on January 10, 2021, associated with a January 12, 2018 grant; and (ii) 48,412 performance RSUs which will vest on January 15, 2022, associated with a January 15, 2019 grant; and (iii) 30,200 performance RSUs which will vest on January 13, 2023, associated with a February 7, 2019 grant. Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz 2020-03-03