SEC Form 4 · accession 0001392972-15-000051
PROS Holdings, Inc. · PRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andres Reiner
Officer — President & CEO · Director
Period of report
Jan 23, 2015
Accepted (ET)
Mar 4, 2015 · 6:46 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001392972
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF2,F1 | — | Jan 23, 2015 | A | 114,400 | A | Jan 1, 2018 | Jan 1, 2018 | Common Stock | 114,400 | 388,200 | D |
| Restricted Stock UnitsF5,F3,F4 | — | Jan 23, 2015 | A | 57,200 | A | — | — | Common Stock | 57,200 | 166,125 | D |
Explanation of responses
- F1One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.
- F2Includes (i) 200,000 performance shares (market share units) and is associated with a February 25, 2013 grant, which will vest on January 1, 2016; (ii) 73,800 performance shares (market share units) and is associated with a February 11, 2014 grant, which will vest on January 1, 2017; and (iii) 114,400 performance shares (market share units) and is associated with a February 23, 2015 grant, which will vest on January 1, 2018. All performance share grants described herein assume the maximum possible award at 200%.
- 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 23, 2015 in the amount of 57,200 units, and vests annually in equal installments over a four year period on January 1st of each year.
- F5Includes (i) 8,750 unvested restricted stock units associated with a May 10, 2011 grant, vesting in equal installments on May 10th each year, the last tranche of which will vest on May 10, 2015; (ii) 20,000 unvested restricted stock units associated with a February 14, 2012 grant, vesting in equal installments on January 1st each year, the last tranche of which will vest on January 1, 2016; (iii) 52,500 unvested restricted stock units associated with a January 18, 2013 grant, vesting in equal installments on January 1st over the next two years; (iv) 27,675 unvested restricted stock units, associated with a February 11, 2014 grant, vesting in equal installments on January 1st over the next three years; and (v) 57,200 unvested restricted stock units associated with a January 23, 2015 grant, vesting in equal installments on January 1st over the next four years.