PROS Holdings, Inc. — Director's Dealing 2016

Feb 16, 2016

SEC Form 4/A — Form 4/A

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2015-01-23

Reporting Person: Crump Daniel Blair (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-23	Performance Share Units	$	A	93400	Acquired	2018-01-01	Common Stock (93400.0)	Direct
2015-01-23	Restricted Stock Units	$	A	46700	Acquired		Common Stock (46700.0)	Direct

Footnotes

F1: One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.

F2: Includes (i) 150,000 performance shares (market share units) which will vest on January 1, 2017 associated with a February 24, 2014 grant; and (ii) 93,400 performance shares (market share units) which will vest on January 1, 2018 associated with a February 23, 2015 grant. Both grants described herein assume the maximum possible award at 200%.

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 February 23, 2015 in the amount of 46,700 units, and vests annually in equal installments over a four year period on January 1st of each year.

F5: This amendment is being filed to correct Table 1 where this grant was listed as a Non-Derivative Security acquired (see Remarks below).

F6: Includes (i) 56,250 unvested restricted stock units associated with a February 24, 2014 grant, vesting in equal installments on January 1st over the next three years; and (ii) 46,700 unvested restricted stock units associated with a February 23, 2015 grant, vesting in equal installments on January 1st over the next four years.