PROS Holdings, Inc. — Director's Dealing 2017

Aug 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2017-08-09

Reporting Person: Schulz Stefan B (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-09	Common Stock	M	15000	$29.34	Acquired	58246	Direct
2017-08-09	Common Stock	F	5603	$29.34	Disposed	52643	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-09	Performance Shares	$	M	15000	Disposed		Common Stock (15000.0)	Direct

Footnotes

F1: The award criteria for these performance restricted stock units ("PRSUs") was met on July 27, 2017. On August 9, 2017, the Board of Directors of PROS Holdings, Inc. ("Company") approved the vesting of such shares to be issued on August 10, 2017.

F2: Includes 3,500 shares held in a joint account controlled by Stefan and Mary Schulz.

F3: One share of the Company's common stock was issued for each performance share that vested.

F4: This is the first tranche of this PRSU award, granted on September 9, 2016 in the total amount of 60,000 PRSUs under the Company's 2007 Equity Incentive Plan. This grant is eligible for vesting based on the average trailing closing price per share of the Company's common stock meeting 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.

F5: Includes PRSUs that were granted on September 9, 2016 in the total amount of 60,000 PRSUs under the Company's 2007 Equity Incentive Plan. The remainder are eligible to vest in two tranches if the performance hurdles are met prior to September 9, 2020.