Statement of Changes in Beneficial Ownership (4)
March 03 2020 - 4:14PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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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1. Name and Address of Reporting Person
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Reiner Roberto D |
2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc.
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PRO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Chief Technology Officer |
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(Last)
(First)
(Middle)
3100 MAIN ST., SUITE 900 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2020 |
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(Street)
HOUSTON, TX 77002
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 3/1/2020 | | M | | 30000 | A | $46.70 | 92218 | D | |
| Common Stock | 3/1/2020 | | F | | 12075 | D | $46.70 | 80143 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security
(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) | 3/1/2020 | | M | | | 30000 | (2) | (2) | Common Stock | 30000.0 | $0 | 100479 (3) | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. |
| (2) | This is the last tranche of a restricted stock unit ("RSU") grant awarded on March 24, 2016 in the amount of 120,000 units, which vested in four equal annual installments on March 1st of each year, and had a final lapse date of March 1, 2020. |
| (3) | Includes: (i) 16,325 unvested RSUs awarded on January 20, 2017 - the award vests in four equal annual installments which began January 1, 2018, with a final lapse date of January 1, 2021; (ii) 27,006 unvested RSUs awarded on January 8, 2018 - the award vests in four equal annual installments which began on January 10, 2019, with a final lapse date of January 10, 2022; (iii) 40,848 unvested RSUs awarded on 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; and (iv) 16,300 unvested RSUs awarded on January 13, 2020 - the award will vest in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Reiner Roberto D
3100 MAIN ST., SUITE 900
HOUSTON, TX 77002 |
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| EVP, Chief Technology Officer |
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Signatures
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| Damian W. Olthoff, attorney-in-fact for Roberto D. Reiner | | 3/3/2020 |
| **Signature of Reporting Person | Date |
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