PROS Holdings, Inc. — Director's Dealing 2015

Jan 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2015-01-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-01	Common Stock	M	9500	$27.48	Acquired	251448	Direct
2015-01-01	Common Stock	F	3981	$27.48	Disposed	247467	Direct
2015-01-01	Common Stock	M	12500	$27.48	Acquired	259967	Direct
2015-01-01	Common Stock	F	5244	$27.48	Disposed	254723	Direct
2015-01-01	Common Stock	M	6750	$27.48	Acquired	261473	Direct
2015-01-01	Common Stock	F	3039	$27.48	Disposed	258434	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-01	Restricted Stock Units	$	M	9500	Disposed		Common Stock (9500.0)	Direct
2015-01-01	Restricted Stock Units	$	M	12500	Disposed		Common Stock (12500.0)	Direct
2015-01-01	Restricted Stock Units	$	M	6750	Disposed		Common Stock (6750.0)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. common stock at the close of market on December 31, 2014, the previous business day before the vest date of January 1, 2015.

F2: Includes 199 shares of PROS Holdings, Inc. common stock acquired pursuant to the Issuer's Employee Stock Purchase Plan ("ESPP") as of January 1, 2015, the date of the latest available statement of the reporting persons ESPP holdings.

F3: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F4: This restricted stock unit grant was awarded on January 18, 2013 in the amount of 38,000 units, and vests annually in equal installments over a four year period on January 1st of each year.

F5: Includes (i) 6,250 unvested restricted stock units associated with a May 10, 2011 grant, the last tranche of which will vest on May 10, 2015; (ii) 6,750 unvested restricted stock units associated with a February 14, 2012 grant, the last tranche of which will vest on January 1, 2016; (iii) 19,000 unvested restricted stock units associated with a January 18, 2013 grant, vesting in equal installments on January 1st over the next two years; and (iv) 12,500 unvested restricted stock units, associated with a February 11, 2014 grant, the last tranche of which will vest on January 1, 2016.

F6: This restricted stock unit grant was awarded on February 11, 2014 in the amount of 25,000 units, and vests annually in equal installments over a two year period on January 1st of each year, the last tranche of which will vest on January 1, 2016.

F7: This restricted stock unit grant was awarded on February 14, 2012 in the amount of 27,000 units, and vests annually in equal installments over a four year period on January 1st of each year.