PROS Holdings, Inc. — Director's Dealing 2021

Jan 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2021-01-13

Reporting Person: Reiner Roberto D (EVP, Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-13	Common Stock	M	4075	$47.15	Acquired	100624	Direct
2021-01-14	Common Stock	S	1834	$46.80	Disposed	98790	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-13	Restricted Stock Units	$	M	4075	Disposed		Common Stock (4075.0)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. common stock at the close of market on January 13, 2021.

F2: The sale of shares reported on this Form 4 were made solely to cover tax withholding obligations of the Reporting Person and were sold pursuant to a Rule 10b5-1 trading plan dated November 3, 2020.

F3: These shares were sold in multiple transactions all at this price.

F4: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F5: This is the first tranche of a restricted stock unit grant, awarded on January 13, 2020 in the amount of 16,300 units, that vest annually, in equal installments over a four-year period on January 13 of each year.

F6: Includes: (i) 13,503 unvested RSUs awarded on January 8, 2018 - the award vests in four equal annual installments which began on January 10, 2019, with a final lapse date of January 10, 2022; (ii) 40,848 unvested RSUs awarded on January 15, 2019 - the award vests in four equal annual installments which began on January 15, 2020, with a final lapse date of January 15, 2023; (iii) 12,225 unvested RSUs awarded on January 13, 2020 - the award will vest in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; (iv) 23,597 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025.