PROS Holdings, Inc. — Director's Dealing 2011

Mar 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2011-03-09

Reporting Person: Winemiller Albert E (Former Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-09	Common Stock	M	69000	$8.68	Acquired	306600	Direct
2011-03-09	Common Stock	F	347	$13.27	Disposed	306253	Direct
2011-03-09	Common Stock	D	45133	$13.27	Disposed	261120	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-09	Stock Appreciation Rights	$8.68	M	69000	Disposed	2011-03-31	Common Stock (69000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35000	Indirect
Common Stock	1500000	Indirect

Footnotes

F1: Represents the exercise of stock settled stock appreciation rights. On March 9, 2011, 69,000 stock settled stock appreciation rights were exercised and 45,133 shares were withheld to satisfy the exercise price obligation.