Stefan B. Schulz - 10 Jan 2024 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 2024
Net transactions value: +$222,295
Form type: 4
Filing time: 12 Jan 2024, 16:46:13 UTC
Previous filing: 14 Nov 2023
Next filing: 16 Jan 2024
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	$101,069	+2,916	+1.2%	$34.66	245,526	10 Jan 2024	Direct	F1
transaction	PRO	Common Stock	Tax liability	$51,470	-1,485	-0.6%	$34.66	244,041	10 Jan 2024	Direct	F1
transaction	PRO	Common Stock	Options Exercise	$321,926	+9,315	+3.8%	$34.56	253,356	11 Jan 2024	Direct	F2
transaction	PRO	Common Stock	Tax liability	$149,230	-4,318	-1.7%	$34.56	249,038	11 Jan 2024	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	-2,916	-2.3%	$0.000000	121,682	10 Jan 2024	Common Stock	2,916		Direct	F3, F4, F5
transaction	PRO	Restricted Stock Units	Options Exercise	$0	-9,315	-7.7%	$0.000000	112,367	11 Jan 2024	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, 2024.
F2	The price represents the price of PROS common stock at the close of market on January 11, 2024.
F3	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
F4	This RSU grant was awarded on January 10, 2022 in the amount of 46,656 RSUs. They vested 25% after one-year on the anniversary date, and the remainder vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter.
F5	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) 23,328 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) 74,074unvested 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.
F6	This grant was awarded on January 11, 2021 in the amount of 37,259 RSUs. They vest annually in equal installments over a four-year period on January 11 each year, with a final lapse date of January 11, 2025.
F7	This amount includes everything listed in Footnote 5, but the shares shown in item "(ii)" is changed to 9,315.