Statement of Changes in Beneficial Ownership (4)
March 03 2020 - 4:16PM
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 Andres |
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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO |
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(Last)
(First)
(Middle)
3100 MAIN STREET, 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 | | 22500 | A | $46.70 | 700407 | D | |
| Common Stock | 3/1/2020 | | F | | 9057 | D | $46.70 | 691350 | D | |
| Common Stock | 3/2/2020 | | M | | 168000 | A | $46.70 | 859350 | D | |
| Common Stock | 3/2/2020 | | F | | 67620 | D | $46.70 | 791730 | 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 | | | 22500 | (2) | (2) | Common Stock | 22500.0 | $0 | 154735 (3) | D | |
| Market Stock Units | (4) | 3/2/2020 | | M | | | 168000 | (5) | (5) | Common Stock | 168000.0 | $0 | 385592 (6) | D | |
| Explanation of Responses: |
| (1) | Each restricted stock unit ("RSU") vesting represents the continent right to receive one share of PROS Holdings, Inc. common stock. |
| (2) | This is the final tranche of a RSU grant awarded on March 24, 2016 in the amount of 90,000 units, which vested annually in equal installments over a four-year period on March 1st of each year, with the final lapse date of March 1, 2020. |
| (3) | Includes (i) 21,000 unvested RSUs awarded on January 20, 2017 - the award vests in four equal annual installments which began on January 1, 2018, with a final lapse date of January 1, 2021; (ii) 41,474 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) 52,761 unvested RSUs granted 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) 39,500 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. |
| (4) | Each market stock unit ("MSU") finally awarded represents the contingent right to receive one share of PROS Holdings, Inc. common stock. |
| (5) | Represents the MSUs granted on January 20, 2017. The number of shares awarded reflects a 200% achievement level earned. |
| (6) | All performance grants are shown at the maximum possible number of shares which may be earned at 200% of target award, and include: (i) 165,896 MSUs - the performance period for these shares will end on December 31, 2020 and will vest on January 10, 2021, associated with a January 12, 2018 grant; (ii) 140,696 performance RSUs - the performance period for these shares will end on December 31, 2021 and will vest on January 15, 2022, associated with a January 15, 2019 grant; and (iii) 79,000 performance RSUs - the performance period for these shares will end on December 31, 2021 and will vest on January 13, 2023, and is associated with a February 7, 2020 grant. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Reiner Andres
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002 | X |
| President & CEO |
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Signatures
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| Damian Olthoff, attorney-in-fact for Andres D. Reiner | | 3/3/2020 |
| **Signature of Reporting Person | Date |
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