PROS Holdings, Inc. — Director's Dealing 2023

Oct 12, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2023-10-10

Reporting Person: Reiner Andres (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-10-10	Common Stock	M	5346	$34.45	Acquired	1036159	Direct
2023-10-10	Common Stock	F	2104	$34.45	Disposed	1034055	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-10-10	Restricted Stock Units	$	M	5346	Disposed		Common Stock (5346)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on October 10, 2023.

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

F3: This is the fourth tranche of RSUs granted on Jan 10, 2022.

F4: Includes (i) 9,875 unvested RSUs awarded January 13, 2020 - the award vests in four equal annual installments which began January 13, 2021, with a final lapse date of January 13, 2024; (ii) 29,238 unvested RSUs awarded January 11, 2021 - the award vests in four equal annual installments which began January 11, 2022, with a final lapse date of January 11, 2025; (iii) 48,114 unvested RSUs awarded January 10, 2022 - the award vests at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter; and (iv) 139,506 unvested RSUs awarded January 12, 2023 - the award will vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter.