Statement of Changes in Beneficial Ownership (4)
March 08 2018 - 4:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Schulz Stefan B
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2. Issuer Name
and
Ticker or Trading Symbol
PROS Holdings, Inc.
[
PRO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
EVP and CFO
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(Last)
(First)
(Middle)
3100 MAIN ST., SUITE 900
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/6/2018
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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3/6/2018
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M
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8650
(1)
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A
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$32.41
(2)
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90114
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D
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Common Stock
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3/6/2018
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F
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3231
(3)
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D
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$32.41
(2)
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86883
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Performance Share Units
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(4)
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3/6/2018
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M
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8650
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(1)
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(1)
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Common Stock
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8650.0
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$0
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232556
(5)
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D
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Explanation of Responses:
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(1)
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This represents PROS Holdings, Inc. ("Company"), common stock earned pursuant to a March 3, 2015 grant of 110,000 performance shares in the form of market share units ("MSUs"). Such grant constituted derivative securities that were reported assuming the maximum shares awarded possible at 200% on a Form 4 at the time of grant. The resulting issuance is based on achievement of certain targets in the three-year period ending March 3, 2018.
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(2)
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This price represents the closing price of the Company's common stock on March 2, 2018.
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(3)
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Represents the number of shares withheld by, and surrendered to, the Company to satisfy tax withholding obligations that arose in connection with the issuance of the performance shares.
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(4)
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One share of the Company's common stock was issued for each performance share earned.
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(5)
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Includes: (i) 125,000 performance shares (MSUs) which will vest on March 1, 2019, associated with a March 24, 2016 grant; (ii) 52,000 performance shares (MSUs) which will vest on January 1, 2020, associated with a January 20, 2017 grant; and (iii) 55,556 performance shares (MSUs) which will vest on January 10, 2021, associated with a January 12, 2018 grant. All grants described above assume the maximum shares awarded possible at 200%. Does not include 60,000 performance shares awarded on September 9, 2016 as they vest according to different performance criteria.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Schulz Stefan B
3100 MAIN ST.
SUITE 900
HOUSTON, TX 77002
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EVP and CFO
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Signatures
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Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz
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3/8/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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