PROS Holdings, Inc. — Director's Dealing 2012

Feb 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2012-02-14

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Restricted Stock Units	$	A	27000	Acquired		Common Stock (27000)	Direct
2012-02-14	Performance shares	$	A	54000	Acquired	2014-01-31	Common Stock (54000)	Direct

Footnotes

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

F2: This restricted stock unit grant was awarded on February 14, 2012 in the amount of 27,000 restricted stock units and vest annually, in equal installments, on January 1st of each year over a four year period.

F3: Includes (i) 50,000 of unvested restricted stock units which will vest on May 13, 2012 associated with a May 13, 2009 grant, (ii) 13,500 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.

F4: One share of PROS Holdings, Inc. common stock will be issuable for each performance share which vests.