PROS Holdings, Inc. — Director's Dealing 2016

Feb 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2015-05-10

Reporting Person: Reiner Andres (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-10	Common Stock	M	8750	$18.26	Acquired	392792	Direct
2015-05-10	Common Stock	F	3671	$18.26	Disposed	389121	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-10	Restricted Stock Units	$	M	8750	Acquired		Common Stock (8750.0)	Direct

Footnotes

F1: This Form 4 is being filed to report restricted stock units that vested on May 10, 2015 where a Form 4 was not filed, and to correct the total beneficial holdings reported on the Form 4 dated January 4, 2016 which did not include such restricted stock units.

F2: This represents the price of PROS Holdings, Inc. common stock at the close of market on May 8, 2015, the previous business day before the vest date of May 10, 2015.

F3: The total amount of securities beneficially owned after the transactions on the vesting date of May 10, 2015 was 348,858. As of the date of filing of this Form 4, the total beneficial ownership of 389,121 includes (i) 26,250 unvested restricted stock units, which will vest January 1, 2017 and is associated with a January 18, 2013 grant; (ii) 18,450 unvested restricted stock units, which will vest in equal installments on January 1st over the next two years, with a final lapse date of January 1, 2018 and is associated with a February 11, 2014 grant; and (iii) 42,900 unvested restricted stock units which will vest in equal installments on January 1st over the next three years, with a final lapse date of January 1, 2019 and is associated with a January 23, 2015 grant.

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 May 10, 2011 in the amount of 35,000 restricted stock units which vested annually, in equal installments, over a four year period, with a final lapse date of 10, 2015.