PROS Holdings, Inc. — Director's Dealing 2021

Jan 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Schulz Stefan B (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-01	Common Stock	M	9800	$48.94	Acquired	248436	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-01	Restricted Stock Units	$	M	9800	Acquired		Common Stock (9800.0)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. common stock at the close of market on January 4, 2021, the business day immediately following the vest date of January 1, 2021.

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

F3: This is the last tranche of a restricted stock unit grant, awarded on January 20, 2017 in the amount of 39,200 units, that vested annually, in equal installments over a four-year period on January 1 of each year.

F4: Includes: (i) 20,834 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.