SEC Form 4 · accession 0001392972-17-000106
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
Aug 9, 2017
Accepted (ET)
Aug 11, 2017 · 4:32 pm EDT
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 | Aug 9, 2017 | M | 15,000 | $29.34 | A | 58,246 | D | |
| Common StockF1,F2 | Aug 9, 2017 | F | 5,603 | $29.34 | D | 52,643 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF5,F3,F4 | — | Aug 9, 2017 | M | 15,000 | D | — | — | Common Stock | 15,000 | 45,000 | D |
Explanation of responses
- F1The award criteria for these performance restricted stock units ("PRSUs") was met on July 27, 2017. On August 9, 2017, the Board of Directors of PROS Holdings, Inc. ("Company") approved the vesting of such shares to be issued on August 10, 2017.
- F2Includes 3,500 shares held in a joint account controlled by Stefan and Mary Schulz.
- F3One share of the Company's common stock was issued for each performance share that vested.
- F4This is the first tranche of this PRSU award, granted on September 9, 2016 in the total amount of 60,000 PRSUs under the Company's 2007 Equity Incentive Plan. This grant is eligible for vesting based on the average trailing closing price per share of the Company's common stock meeting certain minimum performance hurdles for at least 105 calendar days prior to September 9, 2020, with 25% vesting at $27, an additional 25% vesting at $33, and the remaining 50% vesting at $41.
- F5Includes PRSUs that were granted on September 9, 2016 in the total amount of 60,000 PRSUs under the Company's 2007 Equity Incentive Plan. The remainder are eligible to vest in two tranches if the performance hurdles are met prior to September 9, 2020.