PROS Holdings, Inc. — Director's Dealing 2016

Jan 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2016-01-01

Reporting Person: Woestemeyer Mariette M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-01	Common Stock	M	5414	$23.04	Acquired	4137133	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-01	Restricted Stock Unit	$	M	5414	Disposed		Common Stock (5414.0)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. common stock at the close of market on December 31, 2015, the previous business day before the vest date of January 1, 2016.

F2: Includes: (i) 758,027 shares held by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 1,000,000 shares held by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 43,998 shares held by 2007 ILIT; (iv) 476,002 shares held by MAROKA, LLC of which Mr. and Mrs. Woestemeyer are the sole managers; (v) 344,560 shares held in Mrs. Woestemeyer's 2010GRAT Grantor to Retained Annuity Trust; (vi) 226,522 shares held in Mrs. Woestemeyer's Dynasty Trust; (vii) 236,266 shares held in Mr. Woestemeyer's Dynasty Trust; (viii) 603,548 shares held in Mr.Woestemeyer's 2007 Irrevocable Trust; and (ix) 448,210 shares held in Mrs. Woestemeyer's 2007 Irrevocable Trust.

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 9, 2015 in the amount of 5,414 units and fully vested on January 1, 2016.