Scott William Cook - 01 Sep 2023 Form 4 Insider Report for PROS Holdings, Inc. (PRO)

Role: Sr.VP,Chief Accounting Officer
Signature: Chris Chaffin, attorney-in-fact for Scott William Cook
Issuer symbol: PRO
Transactions as of: 01 Sep 2023
Net transactions value: +$13,160
Form type: 4
Filing time: 05 Sep 2023, 17:48:32 UTC
Previous filing: 01 Aug 2023
Next filing: 12 Oct 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	PRO	Common Stock	Options Exercise	$21,706	+607	+1.6%	$35.76	37,813	01 Sep 2023	Direct	F1
transaction	PRO	Common Stock	Tax liability	$8,547	-239	-0.63%	$35.76	37,574	01 Sep 2023	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	PRO	Restricted Stock Units	Options Exercise	$0	-607	-0.93%	$0.000000	64,494	01 Sep 2023	Common Stock	607		Direct	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The price represents the price of PROS Holdings, Inc. ("PROS") Common Stock at the close of market on September 1, 2023.
F2	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
F3	This is a single tranche of RSUs granted on March I, 2022 which vest quarterly after the first full year of vesting and will fully vest in March 2026.
F4	Includes: (i) 1,500 unvested RSUs awarded 1/13/20 - vesting in 4 equal annual installments beginning 1/13/21, and a final lapse date of 1/13/24; (ii) 7,245 unvested RSUs awarded 1/11/21 - vests in 4 equal annual installments beginning 1/11/22, and a final lapse date of 1/11/25; (iii) 12,637 unvested RSUs awarded 1/10/22 - vests at 25% after I year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the Ist month of each quarter thereafter; (iv) 6,075 unvested RSUs awarded 3/1/22 vests at 25% after I year on the anniversary date and the remainder vesting at 6.25% after the completion of each 3-month calendar period thereafter; and (v) 37,037 unvested RSUs awarded 1/12/23 - vests at 25% after I year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the Isl month of each quarter thereafter.