Timothy V. Williams - May 11, 2023 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role
Director
Signature
Christopher C. Chaffin, attorney-in-fact for Timothy V. Williams
Stock symbol
PRO
Transactions as of
May 11, 2023
Transactions value $
$94,684
Form type
4
Date filed
5/15/2023, 04:48 PM
Previous filing
Nov 15, 2022
Next filing
May 15, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRO Common Stock Options Exercise $170K +6.81K +5.87% $24.98 123K May 11, 2023 Direct F1
transaction PRO Common Stock Sale -$75.4K -3.06K -2.5% $24.61 120K May 12, 2023 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 -6.81K -100% $0.00* 0 May 11, 2023 Common Stock 6.81K Direct F4, F5
transaction PRO Restricted Stock Units Award $0 +7.21K $0.00 7.21K May 11, 2023 Common Stock 7.21K Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Represents the closing price of PROS Holdings, Inc. ("PROS") Common Stock on May 11, 2023.
F2 The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on February 23, 2023 and were accomplished solely to cover the taxes for the vesting noted in footnote 5 below.
F3 These shares were sold in fourteen (14) transactions, all at the price indicated.
F4 Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Common Stock.
F5 These RSUs vested on May 11, 2023, the date of PROS 2022 annual stockholders' meeting.
F6 These RSUs will vest on the earlier of May 11, 2024 or the date of PROS 2024 annual stockholders' meeting.