Sec Form 4 Filing - Cook Scott William @ PROS Holdings, Inc. - 2021-01-11

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Cook Scott William
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)
Sr.VP,Chief Accounting Officer
(Last) (First) (Middle)
3200 KIRBY DR., SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
01/11/2021
(Street)
HOUSTON77098
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 01/12/2021 S( 1 ) 1,302 D $ 48.3 ( 2 ) 34,356 ( 3 ) 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 ( 4 ) 01/11/2021 A 14,489 ( 5 ) ( 5 ) Common Stock 14, 489 $ 0 30,191 ( 6 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Cook Scott William
3200 KIRBY DR., SUITE 600
HOUSTON77098
Sr.VP,Chief Accounting Officer
Signatures
Chris Chaffin, attorney-in-fact for Scott William Cook 01/13/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The sale of shares reported on this Form 4 were made solely to cover tax withholding obligations of the Reporting Person and were sold pursuant to a Rule 10b5-1 trading plan dated November 6, 2020.
( 2 )These shares were sold in multiple transactions all at this price.
( 3 )This number includes 131 shares purchased through the PROS Holdings, Inc. Employee Stock Purchase Plan for the purchase period ending December 31, 2020.
( 4 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
( 5 )This RSU grant was awarded on Jan 11, 2021 in the amount of 14,489 RSUs, and vests annually in equal installments over a four-year period on January 11 each year, with a final lapse date of January 11, 2025.
( 6 )Includes: (i) 2,894 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; (ii) 6,808 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 (iii) 6,000 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; and (iv) 14,489 unvested RSUs that vest on Jan 11, with a final lapse date of Jan 11, 2025, and is associated with a Jan 11, 2021 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.