PROS Holdings, Inc. — Director's Dealing 2021

Jan 13, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2021-01-11

Reporting Person: RECHAN LESLIE J (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-11	Restricted Stock Units	$	A	39743	Acquired		Common Stock (39743.0)	Direct
2021-01-11	Market Stock Units	$	A	52990	Acquired		Common Stock (52990.0)	Direct

Footnotes

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

F2: This grant was awarded on January 11, 2021 in the amount of 39,743 RSUs and vests annually, in equal installments, over a four-year period on January 11 each year.

F3: Includes (i) 132,406 unvested RSUs awarded on May 13, 2020 - the award vests in four equal annual installments which begin on May 13, 2021, with a final lapse date of May 13, 2024; and (ii) 39,743 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning on January 11, 2022, with a final lapse date of January 11, 2025.

F4: One share of PROS common stock will be issued for each Market Stock Unit ("MSU") that vests.

F5: The number shown is the maximum possible MSUs which may be earned at 200% of target award.

F6: These MSUs were granted on January 11, 2021, have a settlement date of January 31, 2024 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2021 through December 31, 2023.

F7: This represents the grant described in Footnote No. 6 herein.