Stefan B. Schulz - 13 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: 13 Jan 2023
Net transactions value: +$73,199
Form type: 4
Filing time: 18 Jan 2023, 16:26:30 UTC
Previous filing: 17 Jan 2023
Next filing: 19 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	$134,583	+5,650	+2.1%	$23.82	275,491	13 Jan 2023	Direct	F1
transaction	PRO	Common Stock	Tax liability	$61,384	-2,577	-0.94%	$23.82	272,914	13 Jan 2023	Direct	F1

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	-5,650	-3.8%	$0.000000	142,424	13 Jan 2023	Common Stock	5,650		Direct	F2, F3, F4

* 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 13, 2023.
F2	Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Common Stock.
F3	This is the third tranche of a RSU grant, awarded on January 13, 2020 in the amount of 22,600 units, that vest annually, in equal installments over a four-year period on January 13 of each year.
F4	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) 5,650 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) 18,630 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; (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; and (v) 74,074 unvested RSUs awarded January 12, 2023 - 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 12th day of the first month of each quarter thereafter.