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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Share Units | (1) | 01/23/2015 | A | 93,400 | 01/01/2018 | 01/01/2018 | Common Stock | 93,400 | $ 0 | 243,400 (2) | D | ||||
Restricted Stock Units | (3) | 01/23/2015 | A | 46,700 | (4) | (4) | Common Stock | 46,700 (5) | $ 0 | 102,950 (6) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Crump Daniel Blair 3100 MAIN STREET SUITE 900 HOUSTON, TX 77002 |
Chief Operating Officer |
Damian Olthoff, attorney-in-fact for Daniel Blair Crump | 02/16/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests. |
(2) | Includes (i) 150,000 performance shares (market share units) which will vest on January 1, 2017 associated with a February 24, 2014 grant; and (ii) 93,400 performance shares (market share units) which will vest on January 1, 2018 associated with a February 23, 2015 grant. Both grants described herein assume the maximum possible award at 200%. |
(3) | Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. |
(4) | This restricted stock unit grant was awarded on February 23, 2015 in the amount of 46,700 units, and vests annually in equal installments over a four year period on January 1st of each year. |
(5) | This amendment is being filed to correct Table 1 where this grant was listed as a Non-Derivative Security acquired (see Remarks below). |
(6) | Includes (i) 56,250 unvested restricted stock units associated with a February 24, 2014 grant, vesting in equal installments on January 1st over the next three years; and (ii) 46,700 unvested restricted stock units associated with a February 23, 2015 grant, vesting in equal installments on January 1st over the next four years. |
Remarks: On the Form 4 filed on March 4, 2015 (the "Original Form 4"), Table I inadvertently reported the grant on January 23, 2015 of 46,700 Restricted Stock Units as a Non-Derivative Security. This amendment is being filed solely to correct Table I of the Original Form 4 which should be left blank. Except for the foregoing, no new or revised transactions or holdings are being reported by this amendment, and all other information reported in the Original Form 4 remains the same. |