SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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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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1. Name and Address of Reporting Person*
Schulz Stefan B

(Last) (First) (Middle)
3200 KIRBY DR., SUITE 600

(Street)
HOUSTON TX 77098

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
01/10/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 01/10/2024 M 2,916 A $34.66 245,526(1) D
Common Stock 01/10/2024 F 1,485 D $34.66 244,041(1) D
Common Stock 01/11/2024 M 9,315 A $34.56 253,356(2) D
Common Stock 01/11/2024 F 4,318 D $34.56 249,038(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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 (3) 01/10/2024 M 2,916 (4) (4) Common Stock 2,916 $0 121,682(5) D
Restricted Stock Units (3) 01/11/2024 M 9,315 (6) (6) Common Stock 9,315 $0 112,367(7) D
Explanation of Responses:
1. The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 10, 2024.
2. The price represents the price of PROS common stock at the close of market on January 11, 2024.
3. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
4. This RSU grant was awarded on January 10, 2022 in the amount of 46,656 RSUs. They vested 25% after one-year on the anniversary date, and the remainder vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter.
5. Includes: (i) 5,650 unvested RSUs awarded January 13, 2020 - the award vests in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; (ii) 18,630 unvested RSUs awarded January 11, 2021 - the award vests in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; (iii) 23,328 unvested RSUs awarded 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; and (iv) 74,074unvested RSUs awarded January 12, 2023 - 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 12th day of the first month of each quarter thereafter.
6. This grant was awarded on January 11, 2021 in the amount of 37,259 RSUs. They vest annually in equal installments over a four-year period on January 11 each year, with a final lapse date of January 11, 2025.
7. This amount includes everything listed in Footnote 5, but the shares shown in item "(ii)" is changed to 9,315.
Remarks:
Chris Chaffin, attorney-in-fact for Stefan B. Schulz 01/12/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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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