4//SEC Filing
Cook Scott William 4
Accession 0001800221-25-000005
CIK 0001392972other
Filed
Dec 10, 7:00 PM ET
Accepted
Dec 11, 2:50 PM ET
Size
17.5 KB
Accession
0001800221-25-000005
Insider Transaction Report
Form 4
Cook Scott William
Sr.VP,Chief Accounting Officer
Transactions
- Disposition to Issuer
Common Stock
2025-12-09$23.25/sh−70,372$1,636,149→ 0 total - Disposition to Issuer
Restricted Stock Units
2025-12-09−67,415→ 0 total→ Common Stock (67,415 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−15,991→ 0 total→ Common Stock (15,991 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−11,575→ 0 total→ Common Stock (11,575 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−608→ 0 total→ Common Stock (608 underlying) - Disposition to Issuer
Restricted Stock Units
2025-12-09−1,264→ 0 total→ Common Stock (1,264 underlying)
Footnotes (7)
- [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 March 1, 2022 provided for vesting at 25% on the 1-year anniversary date, with the remainder to vest 6.25% after completion of each three-month calendar period 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]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.
Documents
Issuer
PROS Holdings, Inc.
CIK 0001392972
Entity typeother
Related Parties
1- filerCIK 0001800221
Filing Metadata
- Form type
- 4
- Filed
- Dec 10, 7:00 PM ET
- Accepted
- Dec 11, 2:50 PM ET
- Size
- 17.5 KB