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: Reiner Andres (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-14	Restricted Stock Units	$	A	80000	Acquired		Common Stock (80000)	Direct
2012-02-14	Performance shares	$	A	160000	Acquired	2014-01-31	Common Stock (160000)	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 80,000 restricted stock units and vest annually, in equal installments, on January 1st of each year over a four year period.

F3: Includes (i) 8,333 of unvested restricted stock which will vest on March 13, 2012 associated with the March 13, 2009 grant, (ii) 22,500 of unvested restricted stock which will vest in equal installments over the next three years on February 24th associated with the March 9, 2010 grant, (iii) 37,500 of unvested restricted stock which will vest in in equal installments over the next three years on the date of grant associated with the December 14, 2010 grant, (iv) 35,000 of unvested restricted stock which will vest in equal installments over the next four years on the date of grant associated with the May 10, 2011 grant and (v) 80,000 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.