SEC Form 4 · accession 0001392972-19-000049
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 15, 2019
Accepted (ET)
Jan 17, 2019 · 7:14 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 | 36,309 | A | — | — | Common Stock | 36,309 | 139,035 | D |
| Performance Share UnitsF6,F4,F5 | — | Jan 15, 2019 | A | 48,412 | A | — | — | Common Stock | 48,412 | 280,968 | D |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
- F2This RSU grant was awarded on January 15, 2019 in the amount of 36,309 RSUs, which vest annually, in equal installments over a four-year period, with a final lapse date of January 15, 2023.
- F3Includes: (i) 20,625 RSUs, the final tranche of which will vest on March 3, 2019, associated with a March 3, 2015 grant; (ii) 31,250 unvested RSUs vesting in equal installments on March 1 over the next two years, with a final lapse date of March 1, 2020, associated with a March 24, 2016 grant; (iii) 19,600 unvested RSUs vesting in equal installments on January 1 over the next two years, with a final lapse date of January 1, 2021, associated with a January 20, 2017 grant; (iv) 31,251 unvested RSUs vesting in equal installments on January 10 over the next three years, with a final lapse date of January 10, 2022, associated with a January 8, 2018 grant; and (v) 36,309 unvested RSUs vesting in equal installments on January 15 over 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.
- F5The 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 are shown at the maximum possible award of 200%, and includes: (i) 125,000 performance shares (MSUs) which will vest on March 1, 2019, associated with a March 24, 2016 grant; (ii) 52,000 performance shares (MSUs) which will vest on January 1, 2020, associated with a January 20, 2017 grant; and (iii) 55,556 performance shares (MSUs) which will vest on January 10, 2021, associated with a January 12, 2018 grant; and (iv) 48,412 performance shares (MSUs) which will vest on January 15, 2022, associated with a January 15, 2019 grant. This amount does not include any performance shares that are categorized as restricted stock units.