Stefan B. Schulz - Jan 11, 2022 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: EVP and CFO
Signature: Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz
Stock symbol: PRO
Transactions as of: Jan 11, 2022
Transactions value $: $183,342
Form type: 4
Date filed: 1/13/2022, 04:03 PM
Previous filing: Jan 12, 2022
Next filing: Jan 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Options Exercise	$308K	+9.31K	+3.47%	$33.02	278K	Jan 11, 2022	Direct	F1
transaction	PRO	Common Stock	Sale	-$124K	-3.91K	-1.41%	$31.75	274K	Jan 12, 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	+9.31K	+9.28%	$0.00	110K	Jan 11, 2022	Common Stock	9.31K		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	The price shown represents an average price for shares sold in 65 separate transactions from $31.36 to $32.66.
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 37,259 units, that vest annually, in equal installments over a four-year period on January 11 of each year.
F6	Includes: (i) 18,155 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) 16,950 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) 27,945 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) 46,656 unvested RSUs awarded on January 10, 2022 - the award 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.