PROS Holdings, Inc. — Director's Dealing 2011

Jan 3, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2010-12-29

Reporting Person: Winemiller Albert E (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-29	Common Stock	M	100000	$10.92	Acquired	115000	Direct
2010-12-29	Common Stock	F	40000	$10.92	Disposed	75000	Direct
2010-12-29	Common Stock	M	44000	$10.92	Acquired	119000	Direct
2010-12-29	Common Stock	F	26400	$10.92	Disposed	92600	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-29	Restricted Stock Units	$	M	100000	Disposed		Common Stock (100000)	Direct
2010-12-20	Restricted Stock Units	$	M	44000	Disposed		Common Stock (44000)	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: Represents delivery of restricted stock units granted on May 13, 2009 following the accelerated vesting thereof on December 29, 2010 pursuant to the terms of the reporting person's employment agreement. Each unit converted into a share of common stock on a one-for-one basis.

F3: Represents delivery of restricted stock units granted on March 9, 2010 following the accelerated vesting thereof on December 29, 2010 pursuant to the terms of the reporting person's employment agreement. Each unit converted into a share of common stock on a one-for-one basis.