PROS Holdings, Inc. — Director's Dealing 2011

May 17, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2011-05-13

Reporting Person: Murphy Charles H (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-13	Common Stock	M	50000	$17.34	Acquired	283945	Direct
2011-05-13	Common Stock	F	18225	$17.34	Disposed	265720	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-13	Restricted Stock Units	$	M	50000	Disposed		Common Stock (50000)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. common stock at the close of market on May 13, 2011.

F2: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F3: This restricted stock unit grant was awarded on May 13, 2009 in the amount of 150,000 restricted stock units and vest annually, in equal installments, over a three year period commencing May 13, 2010.