Sec Form 4 Filing - Schulz Stefan B @ PROS Holdings, Inc. - 2018-01-08

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Schulz Stefan B
2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [ PRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and CFO
(Last) (First) (Middle)
3100 MAIN ST., SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
01/08/2018
(Street)
HOUSTON, TX77002
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 1 ) 01/08/2018 A 41,677 ( 2 ) ( 2 ) Common Stock 41,677 $ 0 159,202 ( 3 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schulz Stefan B
3100 MAIN ST.
SUITE 900
HOUSTON, TX77002
EVP and CFO
Signatures
Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz 01/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
( 2 )This restricted stock unit grant was awarded on January 8, 2018 in the amount of 41,677 restricted stock units, and vests annually in equal installments over a four year period on January 10 of each year, with a final lapse date of January 10, 2022.
( 3 )Includes (i) 41,250 unvested restricted stock units which will vest in equal installments on March 3 over the next two years, with a final lapse date of March 3, 2019, and is associated with a March 3, 2015 grant; (ii) 46,875 unvested restricted stock units which will vest in equal installments on March 1 over the next three years, with a final lapse date of March 1, 2020, and is associated with a March 24, 2016 grant;(iii) 29,400 unvested restricted stock units which will vest in equal installments on January 1 over the next three years, with a final lapse date of January 1, 2021, and is associated with a January 20, 2017 grant; and (iv) 41,677 unvested restricted stock units which will vest in four equal installments beginning January 10, 2019, with a final lapse date of January 10, 2022 and is associated with a January 8, 2018 grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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