4//SEC Filing
Schulz Stefan B 4
Accession 0001340371-25-000006
CIK 0001392972other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 2:43 PM ET
Size
17.7 KB
Accession
0001340371-25-000006
Insider Transaction Report
Form 4
Schulz Stefan B
EVP and CFO
Transactions
- Disposition to Issuer
Common Stock
2025-12-09$23.25/sh+297,674$6,920,921→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-12-09−107,865→ 0 total→ Common Stock (107,865 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−38,376→ 0 total→ Common Stock (38,376 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−23,150→ 0 total→ Common Stock (23,150 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−2,916→ 0 total→ Common Stock (2,916 underlying) - Disposition to Issuer
Market Stock Units
2025-12-09−66,962→ 0 total→ Common Stock (66,962 underlying)
Footnotes (8)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger between PROS Holdings, Inc., Project Portofino Parent LLC and Project Portofino Merger Sub, Inc. (the "Merger Agreement") in exchange for a cash payment of $23.25 per share.
- [F2]Prior to cancellation, each restricted stock unit ("RSU") represented the contingent right to receive one share of Issuer common stock.
- [F3]These RSUs, awarded Jan 15, 2025 provided for vesting at 25% after 1-year on the anniversary date, with the remainder vesting at the rate of 6.25% on the 15th day of the 1st month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.
- [F4]These RSUs, awarded Jan 12, 2024 provided for vesting of 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.235% on the 12th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.
- [F5]These RSUs, awarded Jan 12, 2023 provided for vesting at 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.235% on the 12th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.
- [F6]These RSUs, awarded Jan 10, 2022 provided for vesting at 25% after 1-year on the anniversary date, with the remainder to vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter, were cancelled pursuant to the Merger Agreement in exchange for a contingent right to receive $23.25 per share subject to the satisfaction of the original vesting conditions as promptly as practicable following the dates on which the vesting conditions are satisfied.
- [F7]Prior to cancellation, each market stock unit ("MSU") represented the contingent right to receive one share of Issuer common stock.
- [F8]These MSUs, awarded January 15, 2025 provided for a settlement date of January 31, 2028, were cancelled pursuant to the Merger Agreement. The attainment in the adjusted performance period resulted in 93.12% of the target MSUs being earned with 30% of these earned units being satisfied by payment of cash of $23.35 per unit. The remaining earned units were converted into the contingent right to receive $23.25 per unit subject to the original settlement conditions.
Documents
Issuer
PROS Holdings, Inc.
CIK 0001392972
Entity typeother
Related Parties
1- filerCIK 0001340371
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 2:43 PM ET
- Size
- 17.7 KB