sc13g
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
PROS Holdings, Inc.
Common Stock
7436Y 103
12/31/10
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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NAMES OF REPORTING PERSONS.
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I.R.S. Identification Nos. of above persons (entities only). Albert E. Winemiller |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United States of America |
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SOLE VOTING POWER |
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| NUMBER OF |
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311,700 |
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| SHARES |
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SHARED VOTING POWER |
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| OWNED BY |
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1,535,000 |
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SOLE DISPOSITIVE POWER |
| REPORTING |
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| PERSON |
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311,700 |
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| WITH: |
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SHARED DISPOSITIVE POWER |
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1,535,000 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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1,846,700 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) |
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6.9% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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Item 1.
(a) Name of Issuer
PROS Holdings, Inc.
(b) Address of Issuer’s Principal Executive Offices
3100 Main Street, Suite 900, Houston, TX 77002
Item 2.
(a) Name of Person Filing
Albert E. Winemiller
(b) Address of Principal Business Office or, if none, Residence
PO Box 15636, Scottsdale AZ 85267
(c) Citizenship
United States of America
(d) Title of Class of Securities
Common Stock, par value $0.001 per share
(e) CUSIP Number
7436Y 103
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether
the person filing is a:
(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8).
(e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act
(12 U.S.C. 1813);
(i) A church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of
securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
1,846,700 shares, consisting of (i) 92,700 shares held by Albert E. Winemiller, (ii)
1,500,000 shares held of record by Albert E. Winemiller Jr. 2006 Irrevocable Trust, (iii)
35,000 shares held of record by Debra Ann Winemiller, (iv) stock options to acquire 150,000
shares, which are immediately exercisable and which vest as to 25% on April 2, 2008 and the
remainder monthly thereafter based on continued employment through April 2, 2011 and (v)
69,000 stock appreciation rights which are fully vested. Mr. Winemiller disclaims
beneficial ownership of the shares held of record by Albert E. Winemiller Jr. 2006
Irrevocable Trust and Debra Ann Winemiller.
(b) Percent of class:
6.9%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 311,700
(ii) Shared power to vote or to direct the vote 1,535,000
(iii) Sole power to dispose or to direct the disposition of 311,700
(iv) Shared power to dispose or to direct the disposition of 1,535,000
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person
has ceased to be the beneficial owner of more than five percent of the class of securities, check
the following.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9. Notice of Dissolution of Group
Not applicable
Item 10. Certification
Not applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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February 11, 2011 |
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/s/ Albert E. Winemiller
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Albert E. Winemiller |
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