Statement of Changes in Beneficial Ownership (4)
January 20 2022 - 05:23PM
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
|
|
| 1. Name
and Address of Reporting Person * Reiner
Andres |
2. Issuer Name and Ticker or Trading
Symbol PROS Holdings, Inc. [ PRO ] |
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)
3200 KIRBY DR., SUITE 600 |
3. Date of Earliest Transaction (MM/DD/YYYY)
1/18/2022
|
|
(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 |
1/18/2022 |
|
M |
|
17587 |
A |
$28.27 (1) |
963495 |
D |
|
|
Common Stock |
1/18/2022 |
|
M |
|
55645 |
A |
$28.27 (1) |
1019140 |
D |
|
|
Common Stock |
1/19/2022 |
|
S(2) |
|
32954 |
D |
$28.64 (3) |
986186 |
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) |
1/18/2022 |
|
M |
|
17587 |
|
(5) |
(5) |
Common Stock |
17587.0 |
$28.27 |
166730 (6) |
D |
|
|
Market Stock Units |
(7) |
1/18/2022 |
|
M |
|
55645 |
|
(8) |
(8) |
Common Stock |
55645.0 |
$0 |
367024 (9) |
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 9, 2021. |
| (3) |
This price represents a
weighted average price. These shares were sold in five hundred and
twenty eight (528) transactions at prices ranging from $26.81 to
$28.64. The Reporting Person undertakes to provide to the Issuer,
any security holder of the Issuer, or the staff of the Securities
and Exchange Commission, upon request, full information regarding
the number of shares sold at each separate price within the ranges
set forth herein. |
| (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 70,348
units, that vest annually, in equal installments over a four-year
period on January 15 of each year. |
| (6) |
Includes (i) 17,587 unvested
RSUs granted 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) 19,750 unvested RSUs awarded
on January 13, 2020 - the award will vest in four equal annual
installments beginning January 13, 2021, with a final lapse date of
January 13, 2024; and (iii) 43,857 unvested RSUs awarded on January
11, 2021 - the award will vest in four equal annual installments
beginning January 11, 2022, with a final lapse date of January 11,
2025; and (iv) 85,536 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. |
| (7) |
One share of PROS common
stock will be issued for each performance share ("MSU") that
vests. |
| (8) |
These performance MSUs
vested on January 18, 2022 at 79.09% of target (70,348). The final
award was based on PROS total recurring revenue measured according
to U.S. generally accepted accounting principles meeting certain
minimum performance hurdles for the performance period of January
1, 2019 to December 31, 2020. |
| (9) |
The performance grants
listed in this footnote represent the maximum possible number of
shares which may be earned at 200% of target award, and include:
(i) 79,000 performance RSUs - the performance period for these
shares will end on December 31, 2021 and will vest on January 13,
2023, and is associated with a February 7, 2020 grant; (ii) 116,952
MSUs - the performance period for these shares will end on December
31, 2023 and will vest on January 31, 2024, associated with a
January 11, 2021 grant; and (iii) 171,072 MSUs - the performance
period for these shares will end on December 31, 2024, and is
associated with a January 10, 2022 grant. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Reiner Andres
3200 KIRBY DR., SUITE 600
HOUSTON, TX 77098 |
X |
|
President & CEO |
|
Signatures
|
|
Damian Olthoff, attorney-in-fact for Andres D.
Reiner |
|
1/20/2022 |
| **Signature of
Reporting Person |
Date |
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