PROS Holdings, Inc. — Director's Dealing 2011

Feb 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2011-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-24	Common Stock	M	7500	$11.98	Acquired	85187	Direct
2011-02-24	Common Stock	F	2734	$11.98	Disposed	82453	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-24	Restricted Stock Units	$	M	7500	Disposed		Common Stock (7500)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. common stock at the close of market on February 24, 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 awarded on March 9, 2010 in the amount of 30,000 restricted stock units and vest annually, in equal installments, over a four year period commencing February 24, 2011.