PROS Holdings, Inc. — Director's Dealing 2012

Jan 4, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: WILLIAMS TIMOTHY V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-01	Common stock	M	7500	$14.88	Acquired	37500	Direct

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: 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 December 3, 2010 in the amount of 7,500 restricted stock units which fully vested on January 1, 2012.

F4: Includes 6,000 restricted stock units awarded on November 17, 2011 which fully vest on January 1, 2013.