PROS Holdings, Inc. — Director's Dealing 2011

Mar 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2011-03-13

Reporting Person: Reiner Andres (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-13	Common Stock	M	8334	$13.74	Acquired	90787	Direct
2011-03-13	Common Stock	F	3038	$13.74	Disposed	87749	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-13	Restricted Stock Units	$	M	8334	Disposed		Common Stock (8334)	Direct

Footnotes

F1: The price represents the price of PROS Holdings Inc. common stock at the close of market on March 11, 2011.

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

F3: The original restricted stock unit grant was for 25,000 and vests annually, in equal installments, over a three year period commencing March 13, 2010.