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: Reiner Andres (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-20	Restricted Stock Units	$	A		Acquired	2021-01-20	Common Stock (84000.0)	Direct
2017-01-20	Performance Share Units	$	A	168000	Acquired	2020-01-20	Common Stock (168000.0)	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 84,000 units, and vests annually in equal installments over a four year period on January 1st of each year.

F3: Includes (i) 9,225 unvested restricted stock units which vested in equal installments on January 1st for four years associated with a February 11, 2014 grant, the final tranche of which will lapse on January 1, 2018; (ii) 28,600 unvested restricted stock units which vest in equal installments on January 1 for the next two years associated with a January 23, 2015 grant, with a final lapse date of January 1, 2019; (iii) 90,000 unvested restricted stock units which vest in equal installments on March 1, for the next three years associated with a March 24, 2016 grant, with a final lapse date of March 1, 2020; and (iv) 84,000 unvested restricted stock units which vest in equal installments on January 1, for the next four years associated with a January 20, 2017 grant, with a final lapse date of January 1, 2020.

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 84,000 units with a three year performance period ending on January 1, 2020. The amount shown on this Form 4 assumes the possible maximum award at 200%.

F6: Includes (i) 114,400 performance shares (market share units) which will vest on January 1, 2018 associated with a January 23, 2015 grant; (ii) 180,000 performance shares (market share units) which will vest on March 1, 2019 associated with a March 24, 2016 grant; and (iii) 168,000 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 200,000 performance share units awarded on September 9, 2016 as they vest according to different performance criteria.