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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Reiner Andres

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2024

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	01/12/2024		M		34,876	A	$35.18⁽¹⁾	1,030,823	D
Common Stock	01/12/2024		F		13,724	D	$35.18⁽¹⁾	1,017,099	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	⁽²⁾	01/12/2024		M			34,876	⁽³⁾	⁽³⁾	Common Stock	34,876	$0	171,892⁽⁴⁾	D
Restricted Stock Units	⁽²⁾	01/12/2024		A		129,619		⁽⁵⁾	⁽⁵⁾	Common Stock	129,619	$0	301,511⁽⁶⁾	D
Market Stock Units	⁽⁷⁾	01/12/2024		A		172,824		⁽⁸⁾	⁽⁸⁾	Common Stock	172,824	$0	646,856⁽⁹⁾	D

Explanation of Responses:

1. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 12, 2024.

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

3. This RSU grant was awarded January 12, 2023. It vested at 25% after one year on the anniversary date, and the remainder vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter.

4. Includes (i) 9,875 unvested RSUs awarded Jan 13, 2020 - vests in four equal annual installments which began Jan 13, 2021, with a final lapse date of January 13, 2024; (ii) 14,619 unvested RSUs awarded Jan 11, 2021 - vests in four equal annual installments which began Jan 11, 2022, with a final lapse date of Jan 11, 2025; (iii) 42,768 unvested RSUs awarded Jan 10, 2022 - 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; and (iv) 104,630 unvested RSUs awarded Jan 12, 2023 - will vest 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.

5. This RSU grant was awarded January 12, 2024. It vests at 25% after one year on the anniversary date, and the remainder vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter.

6. This amount includes everything listed in Footnote 4, with the addition of item (v) as detailed in Footnote 5.

7. One share of PROS common stock will be issued for each performance Market Stock Unit ("MSU") that vests.

8. These MSUs were granted on January 12, 2024, have a settlement date of January 31, 2027 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2024 through December 31, 2026. The amount of units reported represent the maximum possible number of shares which may be earned at 200% of target award.

9. All grants in this Footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 116,952 MSUs, the performance period for these shares ended on December 31, 2023 and will settle on January 31, 2024, associated with a January 11, 2021 grant; (ii) 171,072 MSUs - the performance period for these shares will end on December 31, 2024 and will settle on January 31, 2025, associated with a January 10, 2022 grant; (iii) 186,008 MSUs, the performance period for these shares will end on December 31, 2025 and will settle on January 31, 2026, associated with a January 12, 2023 grant; and (iv) 172,824 MSUs - the details of which are presented in Footnote 8.

Remarks:

	Chris Chaffin, attorney-in-fact for Andres D. Reiner	01/16/2024
	** Signature of Reporting Person	Date
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