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: Crump Daniel Blair (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-01	Common Stock	M	18750	$23.04	Acquired	37170	Direct
2016-01-01	Common Stock	F	8107	$23.04	Disposed	29063	Direct
2016-01-01	Common Stock	M	11675	$23.04	Acquired	40738	Direct
2016-01-01	Common Stock	F	4898	$23.04	Disposed	35840	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-01	Restricted Stock Units	$	M	18750	Disposed		Common Stock (18750.0)	Direct
2016-01-01	Restricted Stock Units	$	M	11675	Disposed		Common Stock (11675.0)	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 5,000 shares held in a joint account controlled by Blair and Beth Crump.

F3: This is the second tranche of a grant awarded on February 24, 2014 in the amount of 75,000 restricted stock units which vest annually, in equal installments, over a four year period commencing on January 1, 2015 and expiring on January 1, 2018.

F4: This is the first tranche of a grant awarded on January 23, 2015 in the amount of 46,700 restricted stock units which vest annually, in equal installments, over a four year period commencing on January 1, 2016 and expiring on January 1, 2019.

F5: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.