Statement of Changes in Beneficial Ownership (4)
January 17 2020 - 03:45PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Reiner Andres |
2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc.
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PRO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO |
(Last)
(First)
(Middle)
3100 MAIN STREET, SUITE 900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/15/2020 |
(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 | 1/15/2020 | | M | | 17587 | A | $67.95 (1) | 716067 | D | |
Common Stock | 1/15/2020 | | F | | 6921 | D | $67.95 (1) | 709146 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Units | (2) | 1/15/2020 | | M | | | 17587 | (3) | (3) | Common Stock | 17587.0 | $0 | 177235 (4) | D | |
Explanation of Responses: |
(1) | Represents the price of the Issuer's common stock at the close of market on January 15, 2020. |
(2) | Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. |
(3) | This restricted stock unit grant was awarded on January 15, 2019 in the amount of 70,348 restricted stock units and vests annually, in equal installments, over a four year period on January 15 of each year, with a final lapse date of January 15, 2023. |
(4) | Includes (i) 22,500 unvested restricted stock units, which vested in equal installments on March 1 each year, with a final lapse date of March 1, 2020, associated with a March 24, 2016 grant; (ii) 21,000 unvested restricted stock units, which vested in equal installments on January 1 each year, with a final lapse date of January 1, 2021, associated with a January 20, 2017 grant; (iii) 41,474 unvested restricted stock units, which vest in equal installments on January 10 for the next two years, with a final lapse date of January 10, 2022, associated with a January 8, 2018 grant; (iv) 52,761 unvested restricted stock units, which vest in equal installments on January 15 each year, with a final lapse date of January 15, 2023, associated with a January 15, 2019 grant; and (v) 39,500 unvested restricted stock units which vest in equal installments on January 13 each year, with a final lapse date of January 13, 2024, associated with a January 13, 2020 grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Reiner Andres 3100 MAIN STREET SUITE 900 HOUSTON, TX 77002 | X |
| President & CEO |
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Signatures
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Damian Olthoff, attorney-in-fact for Andres D. Reiner | | 1/17/2020 |
**Signature of Reporting Person | Date |
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