Andres Reiner - Jan 10, 2022 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: President & CEO, Director
Signature: Damian Olthoff, attorney-in-fact for Andres D. Reiner
Stock symbol: PRO
Transactions as of: Jan 10, 2022
Transactions value $: $361,538
Form type: 4
Date filed: 1/12/2022, 04:05 PM
Previous filing: Aug 18, 2021
Next filing: Jan 13, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Restricted Stock Units	Options Exercise	$667K	+20.7K	+2.25%	$32.15	942K	Jan 10, 2022	Direct	F1
transaction	PRO	Common Stock	Sale	-$305K	-9.33K	-0.99%	$32.70	932K	Jan 11, 2022	Direct	F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRO	Restricted Stock Units	Options Exercise	$0	+20.7K	+20.22%	$0.00	123K	Jan 10, 2022	Common Stock	20.7K		Direct	F4, F5, F6
transaction	PRO	Restricted Stock Units	Award	$0	+85.5K	+69.39%	$0.00	209K	Jan 10, 2022	Common Stock	85.5K		Direct	F4, F7, F8
transaction	PRO	Market Stock Units	Award	$0	+171K	+50.82%	$0.00	508K	Jan 10, 2022	Common Stock	171K		Direct	F9, F10, F11, F12

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 10, 2022.
F2	The sale of shares reported on this Form 4 were made solely to cover tax withholding obligations of the Reporting Person and were sold pursuant to a Rule 10b5-1 trading plan dated December 9, 2021.
F3	The price shown is the average price for the sale of shares sold in 196 separate transactions ranging from $31.64 to $33.14.
F4	Each RSU represents the contingent right to receive one share of PROS common stock.
F5	This is the last tranche of a RSU grant, awarded on January 8, 2018 in the amount of 82,948 units, that vested annually, in equal installments over a four-year period on January 10 of each year.
F6	Includes (i) 35,174 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) 29,625 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; and (iii) 58,476 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.
F7	This grant was awarded on January 10, 2022. These RSUs will vest 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.
F8	This amount includes everything listed in Footnote 6 with the addition of the grant awarded on January 10, 2022 as described in Footnote 7.
F9	One share of PROS common stock will be issued for each Market Stock Unit ("MSU") that vests.
F10	The number shown is the maximum possible MSUs which may be earned at 200% of target award.
F11	These MSUs were granted on January 10, 2022, have a settlement date of January 31, 2025 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, 2022 through December 31, 2024.
F12	All grants in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 140,696 Performance Restricted Share Units ("PRSUs") - theperformance period for these shares will end on December 31, 2021 and will settle on January 15, 2022, associated with a January 15, 2019 grant; and (ii) 79,000 PRSUs - the performance period for these shareswill end on December 31, 2021 and will settle on January 13, 2023, and is associated with a February 7, 2020 grant; (iii) 116,952 PMSUs - the performance period for these shares will end on December 31,2023 and will settle on January 31, 2024, and is associated with a January 11, 2021 grant; and (iv) 171,072 PMSUs - the performance period for these shares will end on December 31, 2024, and is associated with a January 10, 2022 grant.