Timothy V. Williams - May 11, 2024 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, 2024
Transactions value $: $131,261
Form type: 4
Date filed: 5/15/2024, 05:46 PM
Previous filing: May 15, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Options Exercise	$221K	+7.21K	+6.02%	$30.63	127K	May 11, 2024	Direct	F1
transaction	PRO	Common Stock	Sale	-$89.4K	-2.88K	-2.27%	$31.03	124K	May 14, 2024	Direct	F2, F3

Showing 1 to 2 of 2 entries

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	-7.21K	-100%	$0.00^*	0	May 11, 2024	Common Stock	7.21K		Direct	F4, F5
transaction	PRO	Restricted Stock Units	Award	$0	+6.13K		$0.00	6.13K	May 15, 2024	Common Stock	6.13K		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 13, 2024, the next business day after the vest date of May 11, 2024.
F2	The sales reported in this Form 4 were affected pursuant to a Rule 10b5-l trading plan adopted by the Reporting Person on November 15, 2023.
F3	These shares were sold in twenty-seven (27) separate trades all at the price indicated.
F4	Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Common Stock.
F5	The vesting terms of these RSUs were on the earlier of May 11, 2024 (vesting date) or the date of PROS 2024 annual stockholders' meeting (May 15, 2024).
F6	These RSUs will vest on the earlier of May 15, 2025, or the date of PROS 2025 annual stockholders' meeting.