PROS Holdings, Inc. — Director's Dealing 2017

Aug 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2017-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-01	Common Stock	M	20000	$16.73	Acquired	423140	Direct
2017-08-01	Common Stock	S	20000	$28.70	Disposed	403140	Direct
2017-08-02	Common Stock	S	8175	$28.59	Disposed	394965	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-08-01	NQ Stock Option	$16.73	M	20000	Disposed		Common Stock (20000.0)	Direct

Footnotes

F1: Each option granted or acquired represents the contingent right to buy one share of PROS Holdings, Inc. common stock at the price granted.

F2: The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 13, 2017.

F3: Represents the average price for 49 total transactions in a range from $28.41 to $28.84.

F4: Represents the average price for 37 transactions in a range from $28.29 to $29.06.

F5: These NQ Stock Options were granted on November 15, 2007, before Mr. Reiner became a Section 16 officer, and vested monthly, in equal installments beginning on June 1, 2009, and expire on November 15, 2017.