PROS Holdings, Inc. — Director's Dealing 2012

May 14, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2012-05-10

Reporting Person: Murphy Charles H (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-10	Common Stock	M	6250	$16.86	Acquired	215820	Direct
2012-05-10	Common Stock	F	2279	$16.86	Disposed	213541	Direct
2012-05-13	Common Stock	M	50000	$16.59	Acquired	263541	Direct
2012-05-13	Common Stock	F	18225	$16.59	Disposed	245316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-10	Restricted Stock Units	$	M	6250	Disposed		Common Stock (6250)	Direct
2012-05-13	Restricted Stock Units	$	M	50000	Disposed		Common Stock (50000)	Direct

Footnotes

F1: Represents the price of PROS Holdings, Inc. common stock at the close of market on May 10, 2012.

F2: Represents the price of PROS Holdings, Inc. common stock at the close of market on May 11, 2012.

F3: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F4: The original restricted stock unit grant was awarded on May 10, 2011 in the amount of 25,000 restricted stock units and vest annually, in equal installments, over a four year period commencing May 10, 2012.

F5: Includes (i) 50,000 of unvested restricted stock units which vest on May 13, 2012 associated with a May 13, 2009 grant, (ii) 9,000 of unvested restricted stock units which will vest in equal installments over the next two years on February 24th associated with a March 9, 2010 grant, (iii) 9,750 of unvested restricted stock units which will vest in equal installments over the next three years on the date of grant associated with a December 14, 2010 grant, (iv) 18,750 of unvested restricted stock units which will vest in equal installments over the next three years on the date of grant associated with a May 10, 2011 grant and (v) 27,000 of unvested restricted stock units which will vest in equal installments over the next four years on January 1st associated with a February 14, 2012 grant.

F6: This restricted stock unit grant was awarded on May 13, 2009 in the amount of 150,000 restricted stock units and vest annually, in equal installments, over a three year period commencing May 13, 2010.

F7: Includes (i) 9,000 of unvested restricted stock units which will vest in equal installments over the next two years on February 24th associated with a March 9, 2010 grant, (ii) 9,750 of unvested restricted stock units which will vest in equal installments over the next three years on the date of grant associated with a December 14, 2010 grant, (iii) 18,750 of unvested restricted stock units which will vest in equal installments over the next three years on the date of grant associated with a May 10, 2011 grant and (iv) 27,000 of unvested restricted stock units which will vest in equal installments over the next four years on January 1st associated with a February 14, 2012 grant.