Statement of Changes in Beneficial Ownership (4)
January 13 2022 - 05:05PM
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Schulz
Stefan B |
2. Issuer Name and Ticker or Trading
Symbol PROS Holdings, Inc. [ PRO ] |
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 |
|
(Last)
(First)
(Middle)
3200 KIRBY DR., SUITE 600 |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/11/2022
|
|
(Street)
HOUSTON, TX 77098
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Common Stock |
1/11/2022 |
|
M |
|
9314 |
A |
$33.02 (1) |
277534 |
D |
|
|
Common Stock |
1/12/2022 |
|
S(2) |
|
3912 |
D |
$31.75 (3) |
273622 |
D |
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
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 |
(4) |
1/11/2022 |
|
M |
|
9314 |
|
(5) |
(5) |
Common Stock |
9314.0 |
$0 |
109706 (6) |
D |
|
| Explanation of
Responses: |
| (1) |
The price represents the
price of PROS Holdings, Inc. ("PROS") common stock at the close of
market on January 11, 2022. |
| (2) |
The sale of shares reported
on this Form 4 were made solely to cover tax withholding
obligations of the Reporting Person and were sold pursuant to a
Rule 10b5-1 trading plan dated December 8, 2021. |
| (3) |
The price shown represents
an average price for shares sold in 65 separate transactions from
$31.36 to $32.66. |
| (4) |
Each restricted stock unit
("RSU") represents the contingent right to receive one share of
PROS common stock. |
| (5) |
This is the first tranche of
a RSU grant, awarded on January 11, 2021 in the amount of 37,259
units, that vest annually, in equal installments over a four-year
period on January 11 of each year. |
| (6) |
Includes: (i) 18,155
unvested RSUs awarded on January 15, 2019 - the award vests in four
equal annual installments which began on January 15, 2020, with a
final lapse date of January 15, 2023; (ii) 16,950 unvested RSUs
awarded on January 13, 2020 - the award vests in four equal annual
installments beginning January 13, 2021, with a final lapse date of
January 13, 2024; (iii) 27,945 unvested RSUs awarded on January 11,
2021 - the award vests in four equal annual installments beginning
January 11, 2022, with a final lapse date of January 11, 2025; and
(iv) 46,656 unvested RSUs awarded on January 10, 2022 - the award
will vest 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. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Schulz Stefan B
3200 KIRBY DR., SUITE 600
HOUSTON, TX 77098 |
|
|
EVP and CFO |
|
Signatures
|
|
Damian W. Olthoff, attorney-in-fact for Stefan B.
Schulz |
|
1/13/2022 |
| **Signature of
Reporting Person |
Date |
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