| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRO | Common Stock | Options Exercise | $1.23M | +34.9K | +3.5% | $35.18 | 1.03M | Jan 12, 2024 | Direct | F1 |
| transaction | PRO | Common Stock | Tax liability | -$483K | -13.7K | -1.33% | $35.18 | 1.02M | Jan 12, 2024 | Direct | F1 |
| 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 | -34.9K | -16.87% | $0.00 | 172K | Jan 12, 2024 | Common Stock | 34.9K | Direct | F2, F3, F4 | |
| transaction | PRO | Restricted Stock Units | Award | $0 | +130K | +75.41% | $0.00 | 302K | Jan 12, 2024 | Common Stock | 130K | Direct | F2, F5, F6 | |
| transaction | PRO | Market Stock Units | Award | $0 | +173K | +36.46% | $0.00 | 647K | Jan 12, 2024 | Common Stock | 173K | Direct | F7, F8, F9 |
| 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 common stock. |
| F3 | This RSU grant was awarded January 12, 2023. It vested at 25% after one year on the anniversary date, and the remainder vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter. |
| F4 | Includes (i) 9,875 unvested RSUs awarded Jan 13, 2020 - vests in four equal annual installments which began Jan 13, 2021, with a final lapse date of January 13, 2024; (ii) 14,619 unvested RSUs awarded Jan 11, 2021 - vests in four equal annual installments which began Jan 11, 2022, with a final lapse date of Jan 11, 2025; (iii) 42,768 unvested RSUs awarded Jan 10, 2022 - 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) 104,630 unvested RSUs awarded Jan 12, 2023 - will 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. |
| F5 | This RSU grant was awarded January 12, 2024. It vests at 25% after one year on the anniversary date, and the remainder vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter. |
| F6 | This amount includes everything listed in Footnote 4, with the addition of item (v) as detailed in Footnote 5. |
| F7 | One share of PROS common stock will be issued for each performance Market Stock Unit ("MSU") that vests. |
| F8 | These MSUs were granted on January 12, 2024, have a settlement date of January 31, 2027 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2024 through December 31, 2026. The amount of units reported represent the maximum possible number of shares which may be earned at 200% of target award. |
| F9 | All grants in this Footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 116,952 MSUs, the performance period for these shares ended on December 31, 2023 and will settle on January 31, 2024, associated with a January 11, 2021 grant; (ii) 171,072 MSUs - the performance period for these shares will end on December 31, 2024 and will settle on January 31, 2025, associated with a January 10, 2022 grant; (iii) 186,008 MSUs, the performance period for these shares will end on December 31, 2025 and will settle on January 31, 2026, associated with a January 12, 2023 grant; and (iv) 172,824 MSUs - the details of which are presented in Footnote 8. |