Statement of Changes in Beneficial Ownership (4)
January 20 2022 - 5:22PM
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
*
Cook Scott William |
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) Sr.VP,Chief Accounting Officer |
(Last)
(First)
(Middle)
3200 KIRBY DR., SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/18/2022 |
(Street)
HOUSTON 77098
(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 | 1/18/2022 | | M | | 2269 | A | $28.27 (1) | 38699 | D | |
Common Stock | 1/19/2022 | | S(2) | | 1021 | D | $28.29 (3) | 37678 | 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 | (4) | 1/18/2022 | | M | | 2269 | | (5) | (5) | Common Stock | 2269.0 | $0 | 36343 (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 18, 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) | These shares were sold in multiple transactions all at this price. |
(4) | Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock. |
(5) | This is the third tranche of a RSU grant, awarded on January 15, 2019 in the amount of 9,077 units, that vest annually, in equal installments over a four-year period on January 15 of each year. |
(6) | Includes: (i) 2,270 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) 3,000 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) 10,856 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) 20,217 unvested RSUs awarded on January 10, 2022 - the award vests 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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cook Scott William 3200 KIRBY DR., SUITE 600 HOUSTON 77098 |
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| Sr.VP,Chief Accounting Officer |
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Signatures
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Chris Chaffin, attorney-in-fact for Scott William Cook | | 1/20/2022 |
**Signature of Reporting Person | Date |
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