Todd McNabb - Apr 18, 2024 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role
Chief Revenue Officer
Signature
Christopher C. Chaffin, attorney-in-fact for Todd McNabb
Stock symbol
PRO
Transactions as of
Apr 18, 2024
Transactions value $
$0
Form type
4
Date filed
4/22/2024, 04:36 PM

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 Award $0 +7.47K $0.00 7.47K Apr 18, 2024 Common Stock 7.47K Direct F1, F2, F3
transaction PRO Restricted Stock Units Award $0 +71.7K +960.01% $0.00 79.2K Apr 18, 2024 Common Stock 71.7K Direct F1, F4, F5
transaction PRO Market Stock Units Award $0 +95.6K $0.00 95.6K Apr 18, 2024 Common Stock 95.6K Direct F6, F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock.
F2 This RSU grant was awarded April 18, 2024, which will vest at 100% on the 1-year anniversary date.
F3 This amount includes the grant detailed in Footnote 2.
F4 This RSU grant was awarded April 18, 2024. It vests at 25% after 1- year on the anniversary date, and the remainder vest at the rate of 6.25% on the 18th day of the first month of each quarter thereafter.
F5 Includes (i) grant detailed in Footnote 2; and (ii) grant detailed in Footnote 4.
F6 One share of PROS common stock will be issued for each performance Market Stock Unit ("MSU") that vests.
F7 These MSUs were granted on April 18, 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 number of units reported represent the maximum possible number of shares which may be earned at 200% of target award.
F8 This amount includes the grant detailed in Footnote 7.