SEC Form 4 · accession 0001392972-17-000027
PROS Holdings, Inc. · PRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stefan B Schulz
Officer — EVP and CFO
Period of report
Jan 20, 2017
Accepted (ET)
Jan 24, 2017 · 4:48 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 | 38,900 | A | — | Jan 1, 2021 | Common Stock | 38,900 | 202,175 | D |
| Performance Share UnitsF6,F4,F5 | — | Jan 20, 2017 | A | 52,000 | A | — | Jan 1, 2020 | Common Stock | 52,000 | 284,000 | 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 38,900 units, and vests annually in equal installments over a four year period on January 1st of each year.
- F3Includes (i) 61,875 unvested restricted stock units associated with a March 3, 2015 grant, vesting in equal installments on March 3 over the next three years with a final lapse date of March 3, 2019; (ii) 62,500 unvested restricted stock units associated with a March 24, 2016 grant, vesting in equal installments on March 1 over the next four years with a final lapse date of March 1, 2020; and (iii) 38,900 restricted stock units associated with a January 20, 2017 grant, vesting in equal installments on January 1st over the next four years, with a final lapse date of January 1, 2021.
- 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 26,000 units with a three year performance period ending on January 1, 2021. The amount shown on this Form 4 assumes the possible maximum award at 200%.
- F6Includes (i) 55,000 performance shares (market share units) which will vest on March 3, 2018 associated with a March 3, 2015 grant; (ii) 125,000 performance shares (market share units) which will vest on March 1, 2019 associated with a March 24, 2016 grant; and (iii) 52,000 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 60,000 performance shares awarded on September 9, 2016 as they vest according to different performance criteria.