SEC Form 4 · accession 0001392972-17-000046
PROS Holdings, Inc. · PRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mariette M Woestemeyer
Director · 10% Owner
Period of report
Mar 8, 2017
Accepted (ET)
Mar 10, 2017 · 6:03 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 StockF1,F2 | Mar 8, 2017 | M | 2,811 | $11.00 | A | 4,152,492 | D | |
| Common StockF3,F2 | Mar 8, 2017 | S | 1,386 | $22.38 | D | 4,151,106 | D | |
| Common StockF1,F2 | Mar 8, 2017 | M | 7,000 | $11.00 | A | 4,158,106 | D | |
| Common StockF3,F2 | Mar 8, 2017 | S | 3,454 | $22.36 | D | 4,154,652 | D | |
| Common StockF1,F2 | Mar 9, 2017 | M | 5,189 | $11.00 | A | 4,159,841 | D | |
| Common StockF2 | Mar 9, 2017 | S | 2,627 | $21.80 | D | 4,157,214 | D | |
| Common StockF2 | Mar 8, 2017 | M | 15,000 | $11.00 | A | 4,172,214 | D | |
| Common StockF3,F2 | Mar 8, 2017 | S | 15,000 | $22.42 | D | 4,157,214 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| NQ Stock OptionF5,F4 | $11.00 | Mar 8, 2017 | M | 2,811 | D | — | Jun 27, 2017 | Common Stock | 2,811 | 27,189 | D |
| NQ Stock OptionF5,F4 | $11.00 | Mar 8, 2017 | M | 7,000 | D | — | Jun 27, 2017 | Common Stock | 7,000 | 20,189 | D |
| NQ Stock OptionF5,F4 | $11.00 | Mar 9, 2017 | M | 5,189 | D | — | Jun 27, 2017 | Common Stock | 5,189 | 15,000 | D |
| NQ Stock OptionF4 | $11.00 | Mar 8, 2017 | M | 15,000 | D | — | Jun 27, 2017 | Common Stock | 15,000 | 0 | D |
Explanation of responses
- F1Represents a cashless exercise and hold of options and sale of shares sufficient to cover only exercise price, taxes and fees.
- F2Includes: (i) 771,834 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 the 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 by Mrs. Woestemeyer's 2010 GRAT to Retained Annuity Trust; (vi) 226,522 shares held by Mrs. Woestemeyer's Dynasty Trust; (vii) 236,266 shares held by Mr. Woestemeyer's Dynasty Trust; (viii) 603,548 shares held by Mr. Woestemeyer's 2007 Irrevocable Trust; and (ix) 448,210 shares held by Mrs. Woestemeyer's 2007 Irrevocable Trust.
- F3Represents the average price for 61 separate transactions in a range from $22.35 to $22.51 on March 8, 2017.
- F4These stock options were granted on June 27, 2007, one-third of which were immediately exercisable, with the remainder vesting in equal installments over the following two years.
- F5Column 8 has been intentionally left blank due to the fact the transactions are strictly exercise and hold of Issuer granted non-qualified stock options.