PROS Holdings, Inc. — Director's Dealing 2011

Jan 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2011-01-01

Reporting Person: WILLIAMS TIMOTHY V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-01	Common Stock	M	10000	$11.78	Acquired	30000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-01	Restricted Stock Units	$	M	10000	Disposed		Common Stock (10000)	Direct

Footnotes

F1: The price represents the price of PROS Holdings Inc. common stock at the close of market on January 3, 2011.

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

F3: The original grant was on March 9, 2010 for 10,000 restricted stock units which fully vested on January 1, 2011.