PROS Holdings, Inc. — Director's Dealing 2017

Jan 24, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2017-01-20

Reporting Person: Schulz Stefan B (EVP and CFO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-20	Restricted Stock Units	$	A	38900	Acquired	2021-01-01	Common Stock (38900.0)	Direct
2017-01-20	Performance Share Units	$	A	52000	Acquired	2020-01-01	Common Stock (52000.0)	Direct

Footnotes

F1: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F2: This restricted stock unit grant was awarded on January 20, 2017 in the amount of 38,900 units, and vests annually in equal installments over a four year period on January 1st of each year.

F3: Includes (i) 61,875 unvested restricted stock units associated with a March 3, 2015 grant, vesting in equal installments on March 3 over the next three years with a final lapse date of March 3, 2019; (ii) 62,500 unvested restricted stock units associated with a March 24, 2016 grant, vesting in equal installments on March 1 over the next four years with a final lapse date of March 1, 2020; and (iii) 38,900 restricted stock units associated with a January 20, 2017 grant, vesting in equal installments on January 1st over the next four years, with a final lapse date of January 1, 2021.

F4: One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.

F5: These performance share units (market share units) were granted on January 20, 2017 in the amount of 26,000 units with a three year performance period ending on January 1, 2021. The amount shown on this Form 4 assumes the possible maximum award at 200%.

F6: Includes (i) 55,000 performance shares (market share units) which will vest on March 3, 2018 associated with a March 3, 2015 grant; (ii) 125,000 performance shares (market share units) which will vest on March 1, 2019 associated with a March 24, 2016 grant; and (iii) 52,000 performance shares (market share units) which will vest on January 1, 2020 associated with a January 20, 2017 grant. All grants described above assume the maximum shares awarded possible at 200%. Does not include 60,000 performance shares awarded on September 9, 2016 as they vest according to different performance criteria.