PROS Holdings Inc.

01/14/2025 | Press release | Distributed by Public on 01/14/2025 17:04

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)
01/10/2025
(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
Common Stock 01/10/2025 M 5,346 A $21.91(1) 1,029,628 D
Common Stock 01/10/2025 F 2,387 D $21.91(1) 1,027,241 D
Common Stock 01/11/2025 M 14,619 A $21.59(2) 1,041,860 D
Common Stock 01/11/2025 F 6,122 D $21.59(2) 1,035,738 D
Common Stock 01/12/2025 M 8,719 A $21.59(3) 1,044,457 D
Common Stock 01/12/2025 F 3,431 D $21.59(3) 1,041,026 D
Common Stock 01/12/2025 M 32,404 A $21.59(3) 1,073,430 D
Common Stock 01/12/2025 F 12,751 D $21.59(3) 1,060,679 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 (4) 01/10/2025 M 5,346 (5) (5) Common Stock 5,346 $ 0 244,095(6) D
Restricted Stock Units (4) 01/11/2025 M 14,619 (7) (7) Common Stock 14,619 $ 0 229,476(8) D
Restricted Stock Units (4) 01/12/2025 M 8,719 (9) (9) Common Stock 8,719 $ 0 220,757(10) D
Restricted Stock Units (4) 01/12/2025 M 32,404 (11) (11) Common Stock 32,404 $ 0 188,353(12) 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 01/14/2025
**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) The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 10, 2025.
(2) The price represents the price of PROS common stock at the close of market on January 13, 2025, the first business day after the vest date of January 11, 2025.
(3) The price represents the price of PROS common stock at the close of market on January 13, 2025, the first business day after the vest date of January 12, 2025.
(4) Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
(5) This is the 9th tranche of an award granted on January 10, 2022 in the amount of 85,536 RSUs, with a final lapse date of January 10, 2026.
(6) Includes (i) 14,619 unvested RSUs awarded Jan 11, 2021 - vests in four equal annual installments which began Jan 11, 2022, with a final lapse date of Jan 11, 2025; (ii) 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; (iii) 78,473 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; and (iv) 129,619 unvested RSUs 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.
(7) This in the last tranche of a grant awarded on January 11, 2021 in the amount of 58,476 RSUs.
(8) This amount includes everything listed in Footnote 6 with item (i) removed.
(9) This is the 5th tranche of an award granted on January 12, 2023 in the amount of 139,506 RSUs, with a final lapse date of January 12, 2027.
(10) 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; and (iii) 129,619 unvested RSUs 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.
(11) This is the 1st tranche of an award granted on January 12, 2024 in the amount of 129,619 RSUs, with a final lapse date of January 12, 2028.
(12) This amount includes everything listed in Footnote 10 with item (iii) changed to 97,215 shares .
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.