SEC Form 4 · accession 0001392972-16-000149
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
Mar 24, 2016
Accepted (ET)
Mar 28, 2016 · 5:06 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1,F2 | — | Mar 24, 2016 | A | 90,000 | A | — | — | Common Stock | 90,000 | 177,600 | D |
| Performance Share UnitsF6,F4,F5 | — | Mar 24, 2016 | A | 180,000 | A | — | — | Common Stock | 180,000 | 368,200 | D |
Explanation of responses
- F1Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
- F2This restricted stock unit grant was awarded on March 24, 2016 in the amount of 90,000 restricted stock units and vests annually, in equal installments, over a four year period on March 1 of each year.
- F3Includes (i) 26,250 unvested restricted stock units, the last tranche of which will vest January 1, 2017, and is associated with a January 18, 2013 grant; (ii)18,450 unvested restricted stock units which will vest in equal installments on January 1 over the next two years, with a final lapse date of January 1, 2018, and is associated with a February 11, 2014 grant; (iii) 42,900 unvested restricted stock units which will vest in equal installments on January 1 over the next three years, with a final lapse date of January 1, 2019, and is associated with a January 23, 2015 grant; and (iv) 90,000 unvested restricted stock units which will vest in equal installments on March 1 over the next four years, with a final lapse date of March 1, 2020, and is associated with a March 24, 2016 grant.
- F4One share of PROS Holdings, Inc. common stock will be issued for each performance share unit that vests.
- F5These performance share units (market share units) were granted on March 24, 2016 in the amount of 90,000 units with a three year performance period ending on March 1, 2019. The amount shown on this Form 4 assumes the possible maximum award at 200%.
- F6Includes (i) 73,800 performance shares (market share units) which will vest on January 1, 2017 associated with a February 11, 2014 grant; (ii) 114,400 performance shares (market share units) which will vest on January 1, 2018 associated with a January 23, 2015 grant; and (iii) 180,000 performance shares (market share units) which will vest on March 1, 2019. All grants described above assume the maximum shares awarded possible at 200%.