Scott William Cook - 11 Jan 2022 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: Sr.VP,Chief Accounting Officer
Signature: Chris Chaffin, attorney-in-fact for Scott William Cook
Issuer symbol: PRO
Transactions as of: 11 Jan 2022
Net transactions value: +$66,281
Form type: 4
Filing time: 13 Jan 2022, 16:02:40 UTC
Previous filing: 12 Jan 2022
Next filing: 18 Jan 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Restricted Stock Units	Options Exercise	$119,598	+3,622	+11%	$33.02	37,235	11 Jan 2022	Direct	F1
transaction	PRO	Common Stock	Sale	$53,317	-1,630	-4.4%	$32.71	35,605	12 Jan 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	+3,622	+9.9%	$0.000000	40,112	11 Jan 2022	Common Stock	3,622		Direct	F4, F5, F6

* 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 11, 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 8, 2021.
F3	These shares were sold in multiple transactions all at this price.
F4	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
F5	This is the first tranche of a RSU grant, awarded on January 11, 2021 in the amount of 14,489 units, that vested annually, in equal installments over a four-year period on January 11 of each year.
F6	Includes: (i) 4,539 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; (ii) 4,500 unvested RSUs awarded on January 13, 2020 - the award vests in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; (iii) 10,856 unvested RSUs awarded on January 11, 2021 - the award vests in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; and (iv) 20,217 unvested RSUs awarded on January 10, 2022 - the award 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.