Stefan B. Schulz - 10 Jan 2023 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: EVP and CFO
Signature: Chris Chaffin, attorney-in-fact for Stefan B. Schulz
Issuer symbol: PRO
Transactions as of: 10 Jan 2023
Net transactions value: +$260,953
Form type: 4
Filing time: 12 Jan 2023, 16:53:39 UTC
Previous filing: 25 Feb 2022
Next filing: 17 Jan 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Options Exercise	$273,637	+11,664	+4.5%	$23.46	270,440	10 Jan 2023	Direct	F1
transaction	PRO	Common Stock	Tax liability	$132,924	-5,666	-2.1%	$23.46	264,774	10 Jan 2023	Direct	F1
transaction	PRO	Common Stock	Options Exercise	$221,045	+9,315	+3.5%	$23.73	274,089	11 Jan 2023	Direct	F2
transaction	PRO	Common Stock	Tax liability	$100,805	-4,248	-1.5%	$23.73	269,841	11 Jan 2023	Direct	F2

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	-11,664	-12%	$0.000000	83,315	10 Jan 2023	Common Stock	11,664		Direct	F3, F4, F5
transaction	PRO	Restricted Stock Units	Options Exercise	$0	-9,315	-11%	$0.000000	74,000	11 Jan 2023	Common Stock	9,315		Direct	F3, F6, F7

* 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, 2023.
F2	The price represents the price of PROS common stock at the close of market on January 11, 2023.
F3	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
F4	This grant was awarded on January 10, 2022 in the amount of 46,656 RSUs. These RSUs vested 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.
F5	Includes: (i) 9,078 unvested RSUs awarded 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) 11,300 unvested RSUs awarded 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 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) 34,992 unvested RSUs awarded 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.
F6	This RSU grant was awarded on January 11, 2021 in the amount of 37,259 RSUs, which vest annually, in equal installments over a four-year period, with a final lapse date of January 11, 2025.
F7	This amount includes everything listed in footnote 5, but the share amount shown in item "iii" is changed to 18,630.