Scott William Cook - 01 Mar 2023 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: 01 Mar 2023
Net transactions value: +$38,902
Form type: 4
Filing time: 03 Mar 2023, 15:49:35 UTC
Previous filing: 13 Feb 2023
Next filing: 12 Apr 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	$64,150	+2,429	+5.8%	$26.41	44,262	01 Mar 2023	Direct	F1
transaction	PRO	Common Stock	Tax liability	$25,248	-956	-2.2%	$26.41	43,306	01 Mar 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	-2,429	-3.4%	$0.000000	68,234	01 Mar 2023	Common Stock	2,429		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 March 1, 2023.
F2	Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Common Stock.
F3	This is the first tranche of a RSU grant awarded on March 1, 2022.
F4	Includes: (i) 1,500 unvested RSUs awarded 1/13/20 - vests in 4 equal annual installments beginning 1/13/21, and a final lapse date of 1/13/24; (ii) 7,245 unvested RSUs awarded 1/11/21 - vests in 4 equal annual installments beginning 1/11/22, and a final lapse date of 1/11/25; (iii) 15,163 unvested RSUs awarded 1/10/22-vests at 25% after 1 year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the 1st month of each quarter thereafter; (iv) 7,289 unvested RSUs awarded 3/1/22 vests at 25% after 1 year on the anniversary date and the remainder vesting at 6.25 % after the completion of each 3 month calendar period thereafter; and (v) 37,037 unvested RSUs awarded 1/12/23-vests at 25% after 1 year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter.