0001392972-21-000016.txt : 20210113
0001392972-21-000016.hdr.sgml : 20210113
20210113173634
ACCESSION NUMBER: 0001392972-21-000016
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210111
FILED AS OF DATE: 20210113
DATE AS OF CHANGE: 20210113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Reiner Andres
CENTRAL INDEX KEY: 0001434817
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33554
FILM NUMBER: 21526952
MAIL ADDRESS:
STREET 1: 3100 MAIN STREET
STREET 2: SUITE 900
CITY: HOUSTON
STATE: TX
ZIP: 77002
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PROS Holdings, Inc.
CENTRAL INDEX KEY: 0001392972
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371]
IRS NUMBER: 760168604
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3200 KIRBY DR.
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77098
BUSINESS PHONE: 713-335-5151
MAIL ADDRESS:
STREET 1: 3200 KIRBY DR.
STREET 2: SUITE 600
CITY: HOUSTON
STATE: TX
ZIP: 77098
4
1
wf-form4_161057737846440.xml
FORM 4
X0306
4
2021-01-11
0
0001392972
PROS Holdings, Inc.
PRO
0001434817
Reiner Andres
3200 KIRBY DR., SUITE 600
HOUSTON
TX
77098
1
1
0
0
President & CEO
Common Stock
2021-01-12
4
S
0
42078
46.54
D
947835
D
Common Stock
2021-01-12
4
S
0
41007
47.44
D
906828
D
Common Stock
2021-01-12
4
S
0
900
48.22
D
905928
D
Restricted Stock Units
2021-01-11
4
A
0
58476
0
A
Common Stock
58476.0
171474
D
Market Stock Units
2021-01-11
4
A
0
116952
0
A
Common Stock
116952.0
336648
D
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 November 19, 2020.
This price represents a weighted average price. These shares were sold in one hundred fifty-one (151) transactions at prices ranging from $46.05 to $46.99. 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.
This price represents a weighted average price. These shares were sold in one hundred forty-one (141) transactions at prices ranging from $47.00 to $47.94. 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.
This price represents a weighted average price. These shares were sold in nine (9) transactions at prices ranging from $48.08 to $48.40. 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.
Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock.
This restricted stock unit grant was awarded on January 11, 2021 in the amount of 58,476 restricted stock units and vests annually, in equal installments, over a four-year period on January 11 each year.
Includes (i) 20,737 unvested RSUs awarded on January 8, 2018 - the award vests in four equal annual installments which began on January 10, 2019, with a final lapse date of January 10, 2022; (ii) 52,761 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; (iii) 39,500 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 (iv) 58,476 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning on January 11, 2022, with a final lapse date of January 11, 2025.
One share of PROS common stock will be issued for each Market Stock Unit ("MSU") that vests.
The number shown is the maximum possible MSUs which may be earned at 200% of target award.
These MSUs were granted on January 11, 2021, have a settlement date of January 31, 2024 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2021 through December 31, 2023.
All grants in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 140,696 Performance Restricted Share Units ("PRSUs") - the performance period for these shares will end on December 31, 2021 and will settle on January 15, 2022, associated with a January 15, 2019 grant; and (ii) 79,000 PRSUs - the performance period for these shares will end on December 31, 2021 and will settle on January 13, 2023, and is associated with a February 7, 2020 grant; and (iii) 116,952 PMSUs - the performance period for these shares will end on December 31, 2023 and will settle on January 31, 2024, and is associated with a January 11, 2021 grant.
Damian Olthoff, attorney-in-fact for Andres D. Reiner
2021-01-13