SEC Form 4 · accession 0001392972-19-000043
PROS Holdings, Inc. · PRO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas Dziersk
Officer — EVP, Worldwide Sales
Period of report
Jan 15, 2019
Accepted (ET)
Jan 17, 2019 · 7:11 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 15, 2019 | A | 29,047 | A | — | — | Common Stock | 29,047 | 80,620 | D |
| Performance Share UnitsF6,F4,F5 | — | Jan 15, 2019 | A | 38,730 | A | — | — | Common Stock | 38,730 | 91,684 | 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 15, 2019 in the amount of 29,047 restricted stock units, which vest annually, in equal installments over a four-year period, with a final lapse date of January 15, 2023.
- F3Includes: (i) 44,628 unvested restricted stock units, which vest in equal installments on October 9 for the next three years, with a final lapse date of October 9, 2021, associated with an October 9, 2017 grant; (ii) 6,945 unvested restricted stock units, which vest in equal installments on January 10 for the next three years, with a final lapse date of January 10, 2022, associated with a January 8, 2018 grant; and (iii) 29,047 unvested restricted stock units, which vest in equal installments on January 15 for the next four years, with a final lapse date of January 15, 2023, associated with a January 15, 2019 grant.
- F4One share of PROS Holdings, Inc. (the "Company") common stock will be issued for each performance share (market share unit, or "MSU") that vests.
- F5These performance share units (MSUs) will vest on January 15, 2022 at up to 200% of the grant amount if the Company's total recurring revenue measured according to U.S. generally accepted accounting principles meets certain minimum performance hurdles for the performance period of January 1, 2019 to December 31, 2020.
- F6All grants below are shown at the maximum possible award of 200%, and includes: (i) 79,338 performance shares (MSUs) which will vest on October 9, 2020, associated with an October 9, 2017 grant; (ii) 12,346 performance shares (MSUs) which will vest on January 10, 2021, associated with a January 12, 2018 grant; and (iii) 38,370 performance shares (MSUs) which will vest on January 15, 2022, associated with a January 15, 2019 grant.