PROS Holdings, Inc. — Director's Dealing 2011

May 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2011-05-10

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-10	Restricted Stock Units	$	A	25000	Acquired		Common Stock (25000)	Direct

Footnotes

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

F2: This restricted stock unit grant was awarded on May 10, 2011 in the amount of 25,000 restricted stock units and vest annually, in equal installments, over a four year period commencing May 10, 2012.