PROS Holdings, Inc. — Director's Dealing 2016

Sep 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2016-09-09

Reporting Person: Schulz Stefan B (EVP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-09	Performance Share Units	$	A	60000	Acquired		Common (60000.0)	Direct

Footnotes

F1: Each performance restricted stock unit represents a contingent right to receive one share of Common Stock.

F2: This performance restricted stock unit award is eligible to vest if the average trailing closing price per share of the Company's Common Stock meets certain minimum performance hurdles for at least 105 calendar days prior to September 9, 2020, with 25% vesting at $27, an additional 25% vesting at $33, and the remaining 50% vesting at $41. The number of shares reflected is at the maximum award amount.