PROS Holdings, Inc. — Director's Dealing 2021

Jan 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2021-01-10

Reporting Person: Schulz Stefan B (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-10	Common Stock	M	10417	$48.31	Acquired	254747	Direct
2021-01-10	Common Stock	M	55556	$48.31	Acquired	310303	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-10	Restricted Stock Units	$	M	10417	Disposed		Common Stock (10417.0)	Direct
2021-01-10	Market Stock Units	$	M	55556	Disposed		Common Stock (55556.0)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 11, 2021, the business day immediately following the vest date of January 10, 2021.

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

F3: This is the third tranche of a restricted stock unit grant, awarded on January 8, 2018 in the amount of 41,667 units, that vest annually, in equal installments over a four-year period on January 1 of each year.

F4: Includes: (i) 10,417 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) 27,232 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; and (iii) 22,600 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.

F5: Each market stock unit ("MSU") finally awarded represents the contingent right to receive one share of PROS common stock.

F6: Represents MSUs granted on January 12, 2018 as performance shares, with a vest date of January 10, 2021. PROS' Compensation and Leadership Development Committee of the Board of Directors met on January 11, 2021 to confirm the achievement level for the 200% award.

F7: All performance grants are shown at the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 48,412 performance RSUs which will vest on January 15, 2022, associated with a January 15, 2019 grant; and (ii) 30,200 performance RSUs which will vest on January 13, 2023, associated with a February 7, 2020 grant.