0001392972-22-000002.txt : 20220112 0001392972-22-000002.hdr.sgml : 20220112 20220112170517 ACCESSION NUMBER: 0001392972-22-000002 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220110 FILED AS OF DATE: 20220112 DATE AS OF CHANGE: 20220112 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: 22527150 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_164202509889767.xml FORM 4 X0306 4 2022-01-10 0 0001392972 PROS Holdings, Inc. PRO 0001434817 Reiner Andres 3200 KIRBY DR., SUITE 600 HOUSTON TX 77098 1 1 0 0 President & CEO Restricted Stock Units 2022-01-10 4 M 0 20737 32.15 A 941769 D Common Stock 2022-01-11 4 S 0 9332 32.70 D 932437 D Restricted Stock Units 2022-01-10 4 M 0 20737 0 A Common Stock 20737.0 123275 D Restricted Stock Units 2022-01-10 4 A 0 85536 0 A Common Stock 85536.0 208811 D Market Stock Units 2022-01-10 4 A 0 171072 0 A Common Stock 171072.0 507720 D The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 10, 2022. 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. The price shown is the average price for the sale of shares sold in 196 separate transactions ranging from $31.64 to $33.14. Each RSU represents the contingent right to receive one share of PROS common stock. This is the last tranche of a RSU grant, awarded on January 8, 2018 in the amount of 82,948 units, that vested annually, in equal installments over a four-year period on January 10 of each year. Includes (i) 35,174 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) 29,625 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) 58,476 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. This grant was awarded on January 10, 2022. These RSUs 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. This amount includes everything listed in Footnote 6 with the addition of the grant awarded on January 10, 2022 as described in Footnote 7. 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 10, 2022, have a settlement date of January 31, 2025 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, 2022 through December 31, 2024. 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") - theperformance 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 shareswill end on December 31, 2021 and will settle on January 13, 2023, and is associated with a February 7, 2020 grant; (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; and (iv) 171,072 PMSUs - the performance period for these shares will end on December 31, 2024, and is associated with a January 10, 2022 grant. Damian Olthoff, attorney-in-fact for Andres D. Reiner 2022-01-12