0001392972-24-000007.txt : 20240116 0001392972-24-000007.hdr.sgml : 20240116 20240116163553 ACCESSION NUMBER: 0001392972-24-000007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240112 FILED AS OF DATE: 20240116 DATE AS OF CHANGE: 20240116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Reiner Andres CENTRAL INDEX KEY: 0001434817 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33554 FILM NUMBER: 24535620 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] ORGANIZATION NAME: 06 Technology 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 wk-form4_1705440942.xml FORM 4 X0508 4 2024-01-12 0 0001392972 PROS Holdings, Inc. PRO 0001434817 Reiner Andres 3200 KIRBY DR., SUITE 600 HOUSTON TX 77098 1 1 0 0 President & CEO 0 Common Stock 2024-01-12 4 M 0 34876 35.18 A 1030823 D Common Stock 2024-01-12 4 F 0 13724 35.18 D 1017099 D Restricted Stock Units 2024-01-12 4 M 0 34876 0 D Common Stock 34876 171892 D Restricted Stock Units 2024-01-12 4 A 0 129619 0 A Common Stock 129619 301511 D Market Stock Units 2024-01-12 4 A 0 172824 0 A Common Stock 172824 646856 D The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 12, 2024. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock. This RSU grant was awarded January 12, 2023. It vested at 25% after one year on the anniversary date, and the remainder vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter. Includes (i) 9,875 unvested RSUs awarded Jan 13, 2020 - vests in four equal annual installments which began Jan 13, 2021, with a final lapse date of January 13, 2024; (ii) 14,619 unvested RSUs awarded Jan 11, 2021 - vests in four equal annual installments which began Jan 11, 2022, with a final lapse date of Jan 11, 2025; (iii) 42,768 unvested RSUs awarded Jan 10, 2022 - 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) 104,630 unvested RSUs awarded Jan 12, 2023 - will vest 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. This RSU grant was awarded January 12, 2024. It vests at 25% after one year on the anniversary date, and the remainder vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter. This amount includes everything listed in Footnote 4, with the addition of item (v) as detailed in Footnote 5. One share of PROS common stock will be issued for each performance Market Stock Unit ("MSU") that vests. These MSUs were granted on January 12, 2024, have a settlement date of January 31, 2027 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, 2024 through December 31, 2026. The amount of units reported represent the maximum possible number of shares which may be earned at 200% of target award. All grants in this Footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 116,952 MSUs, the performance period for these shares ended on December 31, 2023 and will settle on January 31, 2024, associated with a January 11, 2021 grant; (ii) 171,072 MSUs - the performance period for these shares will end on December 31, 2024 and will settle on January 31, 2025, associated with a January 10, 2022 grant; (iii) 186,008 MSUs, the performance period for these shares will end on December 31, 2025 and will settle on January 31, 2026, associated with a January 12, 2023 grant; and (iv) 172,824 MSUs - the details of which are presented in Footnote 8. Chris Chaffin, attorney-in-fact for Andres D. Reiner 2024-01-16