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: Woestemeyer Ronald F (Director, EVP, Strategic Business Planni, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-01	Common Stock	M	5000	$11.78	Acquired	1308043	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-01	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1000000	Indirect
Common Stock	1000000	Indirect
Common Stock	1500000	Indirect

Footnotes

F1: Represents the vesting of 5,000 restricted stock units that were granted to the reporting persons spouse on March 9, 2010.

F2: The price represents the price of PROS Common stock at the close of market on January 3, 2011.

F3: The reporting person's spouse is the trustee of the trust. 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.

F4: This trust is for the benefit of reporting person's minor child and the trustee of the trust is Joetta Mouldin. 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.

F5: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F6: The original grant was on March 9, 2010 for 5,000 restricted stock units which fully vested on January 1, 2011.