SEC Form 4 · accession 0001392972-15-000014

PROS Holdings, Inc. · PRO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Charles H Murphy

Officer — EVP & Chief Financial Officer

Period of report

Jan 1, 2015

Accepted (ET)

Jan 5, 2015 · 5:54 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001392972

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F1,F2	Jan 1, 2015	M	9,500	$27.48	A	251,448	D
Common Stock^F1,F2	Jan 1, 2015	F	3,981	$27.48	D	247,467	D
Common Stock^F1,F2	Jan 1, 2015	M	12,500	$27.48	A	259,967	D
Common Stock^F1,F2	Jan 1, 2015	F	5,244	$27.48	D	254,723	D
Common Stock^F1,F2	Jan 1, 2015	M	6,750	$27.48	A	261,473	D
Common Stock^F1,F2	Jan 1, 2015	F	3,039	$27.48	D	258,434	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F5,F3,F4	—	Jan 1, 2015	M	9,500	D	—	—	Common Stock	9,500	63,750	D
Restricted Stock Units^F5,F3,F6	—	Jan 1, 2015	M	12,500	D	—	—	Common Stock	12,500	51,250	D
Restricted Stock Units^F5,F3,F7	—	Jan 1, 2015	M	6,750	D	—	—	Common Stock	6,750	44,500	D

Explanation of responses

F1The price represents the price of PROS Holdings, Inc. common stock at the close of market on December 31, 2014, the previous business day before the vest date of January 1, 2015.
F2Includes 199 shares of PROS Holdings, Inc. common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP") as of January 1, 2015, the date of the latest available statement of the reporting persons ESPP holdings.
F3Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
F4This restricted stock unit grant was awarded on January 18, 2013 in the amount of 38,000 units, and vests annually in equal installments over a four year period on January 1st of each year.
F5Includes (i) 6,250 unvested restricted stock units associated with a May 10, 2011 grant, the last tranche of which will vest on May 10, 2015; (ii) 6,750 unvested restricted stock units associated with a February 14, 2012 grant, the last tranche of which will vest on January 1, 2016; (iii) 19,000 unvested restricted stock units associated with a January 18, 2013 grant, vesting in equal installments on January 1st over the next two years; and (iv) 12,500 unvested restricted stock units, associated with a February 11, 2014 grant, the last tranche of which will vest on January 1, 2016.
F6This restricted stock unit grant was awarded on February 11, 2014 in the amount of 25,000 units, and vests annually in equal installments over a two year period on January 1st of each year, the last tranche of which will vest on January 1, 2016.
F7This restricted stock unit grant was awarded on February 14, 2012 in the amount of 27,000 units, and vests annually in equal installments over a four year period on January 1st of each year.