PROS Holdings, Inc. — Director's Dealing 2012

Feb 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2012-02-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-24	Common Stock	M	4500	$18.44	Acquired	211285	Direct
2012-02-24	Common Stock	F	1715	$18.44	Disposed	209570	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-24	Restricted Stock Units	$	M	4500	Disposed		Common Stock (4500)	Direct

Footnotes

F1: Represents the price of PROS Holdings, Inc. common stock at the close of market on February 24, 2012.

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

F3: This restricted stock unit grant was awarded on March 9, 2010 in the amount of 18,000 restricted stock units and vest annually, in equal installments, over a four year period commencing February 24, 2011.

F4: Includes (i) 50,000 of unvested restricted stock units which will 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 three 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) 25,000 of unvested restricted stock units which will vest in equal installments over the next four 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 .