Form Type: 4

Acccession Number:0001392972-19-000155
Original Submission Date:

Reporting Person:


Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-11-01 M 50,000 a $11.33 697,072 direct
COMMON STOCK 2019-11-01 S 23,595 d $50.62 673,477 direct
COMMON STOCK 2019-11-01 F 26,405 d $50.62 647,072 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK APPRECIATION RIGHTS 11.33 2019-11-01 deemed execution date M 50,000 (d) 2020-12-14 common stock 50,000 $11.33 0 direct
f1 pursuant to the terms of the grant, the exercise of the stock appreciation rights ("sars") was settled in shares of the issuer's common stock, and a portion of these shares are deemed to have been forfeited tothe issuer to cover the exercise price and tax withholding obligation. this exercise and settlement of shares forfeited did not involve any open-market sales of the issuer's common stock.
f2 the sales reported in this form 4 were effected pursuant to a rule 10b5-1 trading plan adopted by the reporting person on june 13, 2019.
f3 this price represents a weighted average price. these shares were sold in forty-three transactions at prices ranging from $49.95 to $51.30, inclusive. the reporting person undertakes to provide to the issuer, any security holder of pros holdings, inc., or the staff of the securities and exchange commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 3 and 4 to this form 4.
f4 the average price for the sale in footnote 3 was also used as the price for the payment of the associated tax liability for the transaction.
f5 these sars were granted on december 14, 2010. the initial 25% vested on the first anniversary of the grant. the remaining unvested sars vested monthly over the subsequent three-year period ending on february 24, 2014. it is mandatory that these sars be exercised before the ten-year anniversary of the grant date to avoid forfeiture

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