SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Reiner Andres

(Last)

(First)

(Middle)

3200 KIRBY DR., SUITE 600

(Street)

HOUSTON

77098

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [ PRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/15/2025		A		148,314		⁽²⁾	⁽²⁾	Common Stock	148,314	$0	336,667⁽³⁾	D
Market Stock Units	⁽⁴⁾	01/15/2025		A		197,752		⁽⁵⁾	⁽⁵⁾	Common Stock	197,752	$0	556,584⁽⁶⁾	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock.

2. This grant was awarded on January 15, 2025 in the amount of 148,314 RSUs. They vest at 33.3% after one year and 8.33% each quarter thereafter, over three years.

3. Includes (i) 21,384 unvested RSUs awarded Jan 10, 2022 - vests at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter; (ii) 69,754 unvested RSUs awarded Jan 12, 2023 - will vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; (iii) 97,215 unvested RS Us awarded January 12, 2024 - will vest at 25% after one year on the anniversary date, and the remainder vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter; and (iv) 148,314 unvested RSUs as detailed in Footnote 2.

4. One share of PROS will be issued for each Market Stock Unit ("MSU") that vests.

5. These MSUs were granted on January 15, 2025, have a settlement date of January 31, 2028 and are subject to a performance measure based on the relative shareholder return of PROS common stock compared with that of a peer group over a three-year performance period January 15, 2025 through December 31, 2027. The number of units reported represent the maximum possible number of shares which may be earned at 200% of target award.

6. All grants in this Footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 186,008 MSUs, the performance period for these shares will end on December 31, 2025 and will settle on January 31, 2026, associated with a January 12, 2023 grant; (ii) 172,824 MSUs - the performance period for these shares will end on December 31, 2026, and will settle on January 31, 2028, associated with a January 12, 2024 grant; and (iii) 197,752 MSUs as detailed in Footnote 5.

Remarks:

	Chris Chaffin, attorney-in-fact for Andres D. Reiner	01/17/2025
	** Signature of Reporting Person	Date
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).
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SEC Form 4 filed by President & CEO Reiner Andres