PROS Holdings, Inc. — Director's Dealing 2011

Feb 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2011-02-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-15	Common Stock	M	145000	$11.76	Acquired	237600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-15	Employee Stock Option (Right to buy)	$6.00	M	145000	Disposed	2017-04-01	Common Stock (145000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	35000	Indirect
Common Stock	1500000	Indirect

Footnotes

F1: The reporting Person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.

F2: Stock option grant under PROS Holdings 2007 Equity Incentive Plan.

F3: This option grant was awarded on April 2, 2007. Subject to the reporting person's employment agreement, this option grant fully vested upon his termination.