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: WILLIAMS TIMOTHY V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-01	Common Stock	M	5414	$23.04	Acquired	59893	Direct

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

F3: 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.