SEC Form 4 · accession 0001392972-17-000025
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 20, 2017
Accepted (ET)
Jan 24, 2017 · 4:46 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1,F2 | — | Jan 20, 2017 | A | — | A | — | Jan 20, 2021 | Common Stock | 84,000 | 211,825 | D |
| Performance Share UnitsF6,F4,F5 | — | Jan 20, 2017 | A | 168,000 | A | — | Jan 20, 2020 | Common Stock | 168,000 | 630,400 | 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 January 20, 2017 in the amount of 84,000 units, and vests annually in equal installments over a four year period on January 1st of each year.
- F3Includes (i) 9,225 unvested restricted stock units which vested in equal installments on January 1st for four years associated with a February 11, 2014 grant, the final tranche of which will lapse on January 1, 2018; (ii) 28,600 unvested restricted stock units which vest in equal installments on January 1 for the next two years associated with a January 23, 2015 grant, with a final lapse date of January 1, 2019; (iii) 90,000 unvested restricted stock units which vest in equal installments on March 1, for the next three years associated with a March 24, 2016 grant, with a final lapse date of March 1, 2020; and (iv) 84,000 unvested restricted stock units which vest in equal installments on January 1, for the next four years associated with a January 20, 2017 grant, with a final lapse date of January 1, 2020.
- F4One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.
- F5These performance share units (market share units) were granted on January 20, 2017 in the amount of 84,000 units with a three year performance period ending on January 1, 2020. The amount shown on this Form 4 assumes the possible maximum award at 200%.
- F6Includes (i) 114,400 performance shares (market share units) which will vest on January 1, 2018 associated with a January 23, 2015 grant; (ii) 180,000 performance shares (market share units) which will vest on March 1, 2019 associated with a March 24, 2016 grant; and (iii) 168,000 performance shares (market share units) which will vest on January 1, 2020 associated with a January 20, 2017 grant. All grants described above assume the maximum shares awarded possible at 200%. Does not include 200,000 performance share units awarded on September 9, 2016 as they vest according to different performance criteria.