Scott William Cook - 12 Jan 2024 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: 12 Jan 2024
Net transactions value: +$197,712
Form type: 4
Filing time: 16 Jan 2024, 16:33:57 UTC
Previous filing: 12 Jan 2024
Next filing: 17 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	$325,732	+9,259	+22%	$35.18	50,692	12 Jan 2024	Direct	F1
transaction	PRO	Common Stock	Tax liability	$128,020	-3,639	-7.2%	$35.18	47,053	12 Jan 2024	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	Disposed to Issuer	$0	-9,259	-16%	$0.000000	48,480	12 Jan 2024	Common Stock	9,259		Direct	F2, F3, F4, F5
transaction	PRO	Restricted Stock Units	Award	$0	+28,425	+59%	$0.000000	76,905	12 Jan 2024	Common Stock	28,425		Direct	F2, 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 12, 2024.
F2	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock.
F3	This grant was awarded on January 12, 2023. These RSUs vest 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.
F4	Includes: (i) 1,500 unvested RSUs awarded 1/13/20 - vesting in 4 equal annual installments beginning 1/13/21, and a final lapse date of 1/13/24; (ii) 3,623 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) 10,111 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) 5,468 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; (see Footnote 4 for additional holdings).
F5	Also includes: (v) 27,778 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.
F6	This grant was awarded on January 12, 2024. These RSUs vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.235% on the 12thd ay of the first month of each quarter thereafter.
F7	Includes everything detailed in Footnotes 5 and 6 but also includes 28,425 unvested RSUs awarded 1/12/24 - 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.