UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
PROS Holdings, Inc.
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(Name of Issuer)
Common stock $0.001 par value per share
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(Title of Class of Securities)
74346Y103
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(CUSIP Number)
December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] 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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CUSIP NO. 74346Y103 13G
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only).
RGM Capital, LLC 06-16885711
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) [_]
(b) [_]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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(5) SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED _____________________________
BY EACH REPORTING
PERSON WITH: (6) SHARED VOTING POWER
3,215,561
_____________________________
(7) SOLE DISPOSITIVE POWER
0
_____________________________
(8) SHARED DISPOSITIVE POWER
3,215,561
______________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,215,561
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.24 %
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
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CUSIP NO. 74346Y103 13G
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(1) NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Robert G. Moses
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED _____________________________
BY EACH REPORTING
PERSON WITH: (6) SHARED VOTING POWER
3,215,561
_____________________________
(7) SOLE DISPOSITIVE POWER
0
_____________________________
(8) SHARED DISPOSITIVE POWER
3,215,561
______________________________
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,215,561
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
[_]
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.24 %
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC
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CUSIP NO. 74346Y103 13G
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Item 1.
(a) Name of Issuer
PROS Holdings, Inc.
(b) Address of Issuer's Principal Executive Offices.
3200 Kirby Drive, Suite 600, Houston, TX 77098
Item 2.
(a) Name of Person Filing.
Robert G. Moses
RGM Capital, LLC
(b) Address of Principal Business Office, or if None, Residence.
9010 Strada Stell Court, Suite 105, Naples, FL 34109
(c) Citizenship.
United States
(d) Title of Class of Securities.
Common stock $0.001 par value per share
(e) CUSIP Number.
74346Y103
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13-d-2(b)
or (c),check whether the person filing is a:
(a) [_] Broker or dealer registered under section 15 of the Act.
(b) [_] Bank as defined in section 3(a)(6) of the Act.
(c) [_] Insurance Company as defined in section 3(a)(19) of the Act.
(d) [_] Investment Company registered under section 8 of the Investment
Company Act.
(e) [x] Investment Adviser in accordance with Sec.240.13d-1(b)(1)(ii)(E).
(f) [_] Employee Benefit Plan or Endowment Fund in accordance with
Sec. 240.13d-1(b)(1)(ii)(F).
(g) [x] Parent holding company or control person, in accordance with
Sec.240.13d-1(b)(1)(ii)(G).
(h) [_] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(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.
(j) [_] Group, in accordance with Sec.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
(a) Amount beneficially owned.
3,215,561
(b) Percent of class.
7.24 %
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
0
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(ii) Shared power to vote or to direct the vote
3,215,561
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(iii) Sole power to dispose or to direct the
disposition of 0
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(iv) Shared power to dispose or to direct the
disposition of 3,215,561
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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.
Robert G. Moses is the managing member of RGM Capital, LLC, a Delaware
limited liability company that serves as investment adviser to, and
exercises investment discretion over, a number of investment accounts
and investment vehicles. None of those investment accounts or
investment vehicles has beneficial ownership of 5% or more of any
class of the Common Stock.
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 a Group.
Not applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or effect.
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.
Date: February 11, 2022
RGM CAPITAL, LLC*
By: /s/ Robert G. Moses
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Name: Robert G. Moses
Title: Managing Member
Robert G. Moses*
By: /s/ Robert G. Moses
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* The Reporting Persons disclaim beneficial ownership of the shares reported
herein except to the extent of their pecuniary interest.
EXHIBIT INDEX
EXHIBIT B: Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on
behalf of each of the undersigned without the necessity of filing additional
joint acquisition statements. The undersigned acknowledge that each shall
be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him, her or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other entities or persons, except
to the extent that he, she or it knows or has reason to believe that such
information is inaccurate.
Date: February 11, 2022
RGM CAPITAL, LLC
By: /s/ Robert G. Moses
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Name: Robert G. Moses
Title: Managing Member
Robert G. Moses
By: /s/ Robert G. Moses
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