PROS Holdings, Inc. — Director's Dealing 2023

Jan 18, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2023-01-13

Reporting Person: Schulz Stefan B (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-13	Common Stock	M	5650	$23.82	Acquired	275491	Direct
2023-01-13	Common Stock	F	2577	$23.82	Disposed	272914	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-13	Restricted Stock Units	$	M	5650	Disposed		Common Stock (5650.0)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. ("PROS") Common Stock at the close of market on January 13, 2023.

F2: Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Common Stock.

F3: This is the third tranche of a RSU grant, awarded on January 13, 2020 in the amount of 22,600 units, that vest annually, in equal installments over a four-year period on January 13 of each year.

F4: Includes: (i) 9,078 unvested RSUs awarded 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; (ii) 5,650 unvested RSUs awarded January 13, 2020 - the award vests in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; (iii) 18,630 unvested RSUs awarded January 11, 2021 - the award vests in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; (iv) 34,992 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 (v) 74,074 unvested RSUs awarded January 12, 2023 - 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 12th day of the first month of each quarter thereafter.