01/14/2025 | Press release | Distributed by Public on 01/14/2025 17:05
FORM 4
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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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 01/10/2025 | M | 1,264 | (5) | (5) | Common Stock | 1,264 | $ 0 | 60,979(6) | D | ||||
Restricted Stock Units | (4) | 01/11/2025 | M | 3,623 | (7) | (7) | Common Stock | 3,623 | $ 0 | 57,356(8) | D | ||||
Restricted Stock Units | (4) | 01/12/2025 | M | 2,315 | (9) | (9) | Common Stock | 2,315 | $ 0 | 55,041(10) | D | ||||
Restricted Stock Units | (4) | 01/12/2025 | M | 7,106 | (11) | (11) | Common Stock | 7,106 | $ 0 | 47,935(12) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Cook Scott William 3200 KIRBY DR., SUITE 600 HOUSTON 77098 |
Sr.VP,Chief Accounting Officer |
Chris Chaffin, attorney-in-fact for Scott William Cook | 01/14/2025 |
**Signature of Reporting Person | Date |
* | 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 Holdings, Inc. common stock at the close of market on January 13, 2025, the first business day after the vesting date of January 11, 2025. |
(3) | The price represents the price of PROS Holdings, Inc. common stock at the close of market on January 13, 2025, the first business day after the vesting 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 ninth tranche of an award granted on January 10, 2022, in the amount of 20,217 RSUs. |
(6) | Includes: (i) 3,623 unvested RSUs awarded 1/11/21 - vests in 4 equal annual installments beginning 1/11/22, and a final lapse date of 1/11/25; (ii) 5,056 unvested RSUs awarded 1/10/22 - vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the 1st month of each quarter thereafter; (iii) 3,040 unvested RSUs awarded 3/1/22 vests at 25% after 1- year on the anniversary date and the remainder vesting at 6.25% after the completion of each 3-month calendar period thereafter; (iv) 20,835 unvested RSUs awarded 1/12/23 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter; and (v) 28,425 unvested RSUs awarded 1/12/24 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter. |
(7) | This is the final tranche of an RSU granted on January 11, 2021, in the amount of 14,489 units. |
(8) | This amount includes everything listed in Footnote 6, but item (i) is removed. |
(9) | This is the fifth tranche of an award granted on January 12, 2023, in the amount of 37,037 RSUs. |
(10) | Includes: (i) 5,056 unvested RSUs awarded 1/10/22 - vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the 1st month of each quarter thereafter; (ii) 3,040 unvested RSUs awarded 3/1/22 vests at 25% after 1- year on the anniversary date and the remainder vesting at 6.25% after the completion of each 3-month calendar period thereafter; (iii) 18,520 unvested RSUs awarded 1/12/23 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter; and (iv) 28,425 unvested RSUs awarded 1/12/24 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter. |
(11) | This is the first tranche of an award granted on January 12, 2024, in the amount of 28,425 RSUs. |
(12) | This amount includes everything listed in Footnote 10, but item (iv) is changed to 21,319 shares. |