Sec Form 4 Filing - Reiner Roberto D @ PROS Holdings, Inc. - 2020-01-15

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
Reiner Roberto D
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, Chief Technology Officer
(Last) (First) (Middle)
3100 MAIN ST., SUITE 900
3. Date of Earliest Transaction (MM/DD/YY)
01/15/2020
(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
Common Stock 01/15/2020 M 13,615 A $ 67.95 ( 1 ) 67,576 D
Common Stock 01/15/2020 F 5,358 D $ 67.95 ( 1 ) 62,218 D
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 ( 2 ) 01/15/2020 M 13,615 ( 3 ) ( 3 ) Common Stock 13,615 $ 0 130,479 ( 4 ) ( 5 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reiner Roberto D
3100 MAIN ST., SUITE 900
HOUSTON, TX77002
EVP, Chief Technology Officer
Signatures
Damian W. Olthoff, attorney-in-fact for Roberto D. Reiner 01/17/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the price of the Issuer's common stock at the close of market on January 15, 2020.
( 2 )Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
( 3 )These restricted stock units were granted on January 15, 2019 in the amount of 54,463 units, and vest in four equal installments beginning January 15, 2020, with a final lapse date of January 15, 2023.
( 4 )The prior Form 4 filed on January 15, 2020 shows an incorrect number in column 9. The correct number of derivative securities as of January 15, 2020 is 144,094.
( 5 )Includes: (i) 30,000 unvested RSUs, the final tranche of which will vest on March 1, 2020, and is associated with a March 24, 2016 grant that vested in equal installments for four years; (ii) 16,325 unvested RSUs, the last tranche of which will vest on Jan 1, 2021, and is associated with a Jan 20, 2017 grant that vested in equal installments for four years; (iii) 27,006 unvested RSUs vesting in equal installments on Jan 10 over the next two years, with a final lapse date of Jan 1, 2022, and is associated with a Jan 8, 2018 grant that vests in equal installments for four years; (iv) 40,848 unvested restricted stock units that vest on Jan 15, with a final lapse date of Jan 15, 2023, and is associated with a Jan 15, 2019 grant that vests in equal installments for four years; and (v) 16,300 unvested RSUs that vest on Jan 13, with a final lapse date of Jan 13, 2024, and is associated with a Jan 13, 2020 grant that vests in equal installments for four years.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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