PROS Holdings, Inc. — Director's Dealing 2012

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2012-11-15

Reporting Person: Russell William (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-15	Restricted Stock Units	$	A	7151	Acquired		Common Stock (7151)	Direct

Footnotes

F1: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F2: The restricted stock units fully vest on January 1, 2014.

F3: Includes 6,000 restricted stock units awarded on November 17, 2011 which fully vest on January 1, 2013.