PROS Holdings, Inc. — Director's Dealing 2020

Feb 12, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2020-02-07

Reporting Person: Reiner Andres (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-07	Performance Restricted Stock Units	$	A	79000	Acquired		Common Stock (79000.0)	Direct

Footnotes

F1: One share of PROS Holdings, Inc. common stock will be issued for each Performance Restricted Stock Unit ("PRSU") that vests.

F2: Maximum possible number of shares which may be earned at 200% of target award.

F3: These PRSUs are subject to both a performance condition and a time-based vesting condition. The number of PRSUs which may be earned, up to 200% of target award, is based upon achievement by the Company against certain targets over a performance period ending December 31, 2021. Such earned PRSUs then vest on January 13, 2023.

F4: All grants are shown at the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 168,000 market share units ("MSUs") - the performance period for these shares will end on February 28, 2020 and will vest on March 1, 2020, associated with a January 20, 2017 grant; (ii) 165,896 MSUs - the performance period for these shares will end on December 31, 2020 and will vest on January 10, 2021, associated with a January 12, 2018 grant; (iii) 140,696 PRSUs - the performance period for these shares will end on December 31, 2021 and will vest on January 15, 2022, associated with a January 15, 2019 grant; and (iv) 79,000 PRSUs - the performance period for these shares will end on December 31, 2021 and will vest on January 13, 2023, and is associated with a February 7, 2020 grant.