SEC Form 4 · accession 0001392972-15-000016

PROS Holdings, Inc. · PRO

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

Reporting owner

Director · 10% Owner

Period of report

Jan 1, 2015

Accepted (ET)

Jan 5, 2015 · 6:12 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	Nature of ownership
Common Stock^F1,F2	Jan 1, 2015	M	3,828	$27.48	A	4,131,719	I	Held jointly with spouse Ronald F. Woestemeyer

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F3,F4	—	Jan 1, 2015	M	3,828	D	—	—	Common Stock	3,828	0	D

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: (i) 752,613 shares held by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 1,000,000 shares held by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 43,998 shares held by 2007 ILIT; (iv) 476,002 shares held by MAROKA, LLC of which Mr. and Mrs. Woestemeyer are the sole managers; (v) 344,560 shares held in Mrs. Woestemeyer's 2010 GRAT Grantor to Retained Annuity Trust; (vi) 226,522 shares held in Mrs. Woestemeyer's Dynasty Trust; (vii) 236,266 shares held in Mr. Woestemeyer's Dynasty Trust; (viii) 603,548 shares held in Mr. Woestemeyer's 2007 Irrevocable Trust; and (ix) 448,210 shares held in Mrs. Woestemeyer's 2007 Irrevocable Trust.
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 February 11, 2014 in the amount of 3,828 units and fully vested on January 1, 2015.