PROS Holdings, Inc. — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2020-01-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-01	Common Stock	M	21000	$61.96	Acquired	694244	Direct
2020-01-01	Common Stock	F	8373	$61.96	Disposed	685904	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-01	Restricted Stock Units	$	M	21000	Disposed		Common Stock (21000.0)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. common stock at the close of market on January 2, 2020, the business day after the vest date of January 1, 2020.

F2: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F3: This is the third tranche of a restricted stock unit grant, 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 1 of each year.

F4: Includes (i) 22,500 unvested restricted stock units which vest in equal installments on March 1, with a final lapse date of March 1, 2020 and is associated with a March 24,2016 grant; (ii) 21,000 unvested restricted stock units which vest in equal installments on January 1, with a final lapse date of January 1, 2021 and is associated with a January 20, 2017 grant; (iii) 62,211 unvested restricted stock units which vest in equal installments on January 10 for the next three years, with a final lapse date of January 10, 2022 and is associated with a January 8, 2018 grant; and (iv) 70,348 unvested restricted stock units which vest in equal installments on January 15 for four years, and is associated with a January 15, 2019 grant.