PROS Holdings Inc.

01/17/2025 | Press release | Distributed by Public on 01/17/2025 15:47

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Reiner Andres
2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [PRO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
3200 KIRBY DR., SUITE 600 		3. Date of Earliest Transaction (Month/Day/Year)
01/15/2025
(Street)
HOUSTON, TX 77098 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (1) 01/15/2025 A 148,314 (2) (2) Common Stock 148,314 $ 0 336,667(3) D
Market Stock Units (4) 01/15/2025 A 197,752 (5) (5) Common Stock 197,752 $ 0 556,584(6) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reiner Andres
3200 KIRBY DR., SUITE 600
HOUSTON, TX 77098 		X President & CEO

Signatures

Chris Chaffin, attorney-in-fact for Andres D. Reiner 01/17/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock.
(2) This grant was awarded on January 15, 2025 in the amount of 148,314 RSUs. They vest at 33.3% after one year and 8.33% each quarter thereafter, over three years.
(3) Includes (i) 21,384 unvested RSUs awarded Jan 10, 2022 - 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; (ii) 69,754 unvested RSUs awarded Jan 12, 2023 - 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; (iii) 97,215 unvested RS Us awarded January 12, 2024 - will vest at 25% after one year on the anniversary date, and the remainder vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; and (iv) 148,314 unvested RSUs as detailed in Footnote 2.
(4) One share of PROS will be issued for each Market Stock Unit ("MSU") that vests.
(5) These MSUs were granted on January 15, 2025, have a settlement date of January 31, 2028 and are subject to a performance measure based on the relative shareholder return of PROS common stock compared with that of a peer group over a three-year performance period January 15, 2025 through December 31, 2027. The number of units reported represent the maximum possible number of shares which may be earned at 200% of target award.
(6) All grants in this Footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 186,008 MSUs, the performance period for these shares will end on December 31, 2025 and will settle on January 31, 2026, associated with a January 12, 2023 grant; (ii) 172,824 MSUs - the performance period for these shares will end on December 31, 2026, and will settle on January 31, 2028, associated with a January 12, 2024 grant; and (iii) 197,752 MSUs as detailed in Footnote 5.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.