Stefan B. Schulz - Jan 17, 2023 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: EVP and CFO
Signature: Chris Chaffin, attorney-in-fact for Stefan B. Schulz
Stock symbol: PRO
Transactions as of: Jan 17, 2023
Transactions value $: $117,870
Form type: 4
Date filed: 1/19/2023, 03:36 PM
Previous filing: Jan 18, 2023
Next filing: Apr 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Options Exercise	$217K	+9.08K	+3.33%	$23.87	282K	Jan 17, 2023	Direct	F1
transaction	PRO	Common Stock	Tax liability	-$98.8K	-4.14K	-1.47%	$23.87	278K	Jan 17, 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	Award	$0	-9.08K	-6.37%	$0.00	133K	Jan 17, 2023	Common Stock	9.08K		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 17, 2023.
F2	Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Common Stock.
F3	This is the last tranche of a RSU grant awarded on January 15, 2019.
F4	Includes: (i) 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; (ii) 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; (iii) 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 (iv) 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.