PROS Holdings, Inc. — Director's Dealing 2012

Feb 14, 2012

SEC Form 4/A — Form 4/A

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2012-01-01

Reporting Person: Woestemeyer Mariette M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-01	Common stock	M	7500	$14.88	Acquired	4815443	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-01	Restricted Stock Units	$	M	7500	Disposed		Common Stock (7500)	Direct

Footnotes

F1: Represents the price of PROS Holdings, Inc. common stock at the close of market on December 30, 2011.

F2: Consists of (i) 1,491,776 shares held of record by Ronald F. Woestemeyer and Mariette Woestemeyer, (ii) 647,238 shares held of record by Ronald Woestemeyer 2009 GRAT, of which Deutsche Bank Trust Company Delaware and Mr. Woestemeyer are the co-trustees, (iii) 651,729 shares held of record by Mariette Woestemeyer 2009 GRAT of which Deutsche Bank Trust Company Delaware and Mrs. Woestemeyer are the co-trustee, (iv) 1,000,000 shares held of record by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee (v) 476,002 shares held of record by MAROKA, LLC, of which Mr. and Mrs. Woestemeyer are the sole managers, (vi) 500,000 shares held of record by the Mariette Woestemeyer 2010 GRAT of which Deutsche Bank Trust Company Delaware is the sole trustee, and (vii) 43,998 shares held of record by the Ronald and Mariette Woestemeyer 2007 IDGT of which Deutsche Bank Trust Company Delaware is the sole trustee.

F3: Mrs. Woestemeyer disclaims beneficial ownership of the shares held of record by Ronald F. Woestemeyer 2009 GRAT and Woestemeyer 1999 Gift Trust.

F4: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F5: This restricted stock unit grant was awarded on December 3, 2010 in the amount of 7,500 restricted stock units which fully vested on January 1, 2012.

F6: Includes 6,000 restricted stock units awarded on November 17, 2011 which fully vest on January 1, 2013.