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Ownership Document |
Schema Version: X0508 |
Document Type: 4 |
Period of Report: 4/18/24 |
Not Subject to Section 16: 0 |
Issuer: |
| Issuer CIK: 1392972 |
| Issuer Name: PROS Holdings, Inc. |
| Issuer Trading Symbol: PRO |
Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 2019854 |
| | Owner Name: McNabb Todd |
| Reporting Owner Address: |
| | Owner Street 1: 3200 KIRBY DR. |
| | Owner Street 2: SUITE 600 |
| | Owner City: HOUSTON |
| | Owner State: TX |
| | Owner ZIP Code: 77098 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Chief Revenue Officer |
Aff 10b5 One: 0 |
Non-Derivative Table: |
Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 4/18/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 7,467 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Footnote ID: F2 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 7,467 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 7,467 |
| Footnote ID: F3 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Restricted Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F1 |
| | Transaction Date: |
| | | Value: 4/18/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 71,684 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F4 |
| | Expiration Date: |
| | | Footnote ID: F4 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 71,684 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 79,151 |
| Footnote ID: F5 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Market Stock Units |
| | Conversion or Exercise Price: |
| | | Footnote ID: F6 |
| | Transaction Date: |
| | | Value: 4/18/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 95,578 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Footnote ID: F7 |
| | Expiration Date: |
| | | Footnote ID: F7 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 95,578 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 95,578 |
| Footnote ID: F8 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
Footnotes: |
| Footnote - F1: Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock. |
| Footnote - F2: This RSU grant was awarded April 18, 2024, which will vest at 100% on the 1-year anniversary date. |
| Footnote - F3: This amount includes the grant detailed in Footnote 2. |
| Footnote - F4: This RSU grant was awarded April 18, 2024. It vests at 25% after 1- year on the anniversary date, and the remainder vest at the rate of 6.25% on the 18th day of the first month of each quarter thereafter. |
| Footnote - F5: Includes (i) grant detailed in Footnote 2; and (ii) grant detailed in Footnote 4. |
| Footnote - F6: One share of PROS common stock will be issued for each performance Market Stock Unit ("MSU") that vests. |
| Footnote - F7: These MSUs were granted on April 18, 2024, have a settlement date of January 31, 2027 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2024 through December 31, 2026. The number of units reported represent the maximum possible number of shares which may be earned at 200% of target award. |
| Footnote - F8: This amount includes the grant detailed in Footnote 7. |
Remarks: |
Owner Signature: |
| Signature Name: Christopher C. Chaffin, attorney-in-fact for Todd McNabb |
| Signature Date: 4/22/24 |