PROS Holdings, Inc. — Director's Dealing 2011

Dec 2, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2011-11-17

Reporting Person: Woestemeyer Mariette M (Director, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-11-17	Restricted Stock Units	$	A	6000	Acquired		Common Stock (6000)	Direct

Footnotes

F1: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F2: The restricted stock units fully vest on January 1, 2013.

F3: Includes the December 3, 2010 grant of 7,500 Restricted Stock Units which fully vest on January 1, 2012.