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: Cook Scott William (Sr.VP,Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-12	Common Stock	S	1302	$48.30	Disposed	34356	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-11	Restricted Stock Units	$	A	14489	Acquired		Common Stock (14489.0)	Direct

Footnotes

F1: 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 6, 2020.

F2: These shares were sold in multiple transactions all at this price.

F3: This number includes 131 shares purchased through the PROS Holdings, Inc. Employee Stock Purchase Plan for the purchase period ending December 31, 2020.

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

F5: This RSU grant was awarded on Jan 11, 2021 in the amount of 14,489 RSUs, and vests annually in equal installments over a four-year period on January 11 each year, with a final lapse date of January 11, 2025.

F6: Includes: (i) 2,894 unvested RSUs vesting in equal installments on Jan 10 over the next two years, with a final lapse date of Jan 1, 2022, and is associated with a Jan 8, 2018 grant that vests in equal installments for four years; (ii) 6,808 unvested restricted stock units that vest on Jan 15, with a final lapse date of Jan 15, 2023, and is associated with a Jan 15, 2019 grant that vests in equal installments for four years; and (iii) 6,000 unvested RSUs that vest on Jan 13, with a final lapse date of Jan 13, 2024, and is associated with a Jan 13, 2020 grant that vests in equal installments for four years; and (iv) 14,489 unvested RSUs that vest on Jan 11, with a final lapse date of Jan 11, 2025, and is associated with a Jan 11, 2021 grant that vests in equal installments for four years.