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: Reiner Andres (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-01	Common stock	M	16667	$14.88	Acquired	112359	Direct
2012-01-01	Common Stock	F	6386	$14.88	Disposed	105973	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-01	Restricted Stock Units	$	M	16667	Disposed		Common Stock (16667)	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 November 11, 2008 in the amount of 50,000 restricted stock units and vest annually, in equal installments, over a three year period on January 1st of each year.

F4: 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 and (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.