PROS Holdings, Inc. — Director's Dealing 2017

May 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2017-05-05

Reporting Person: WILLIAMS TIMOTHY V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-05	Common Stock	M	30000	$11	Acquired	96167	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-05	NQ Stock Option	$11.0	M	30000	Disposed	2017-06-26	Common Stock (30000.0)	Direct

Footnotes

F1: Non-qualified stock awarded on June 27, 2007, was immediately exercisable and vested monthly over three years, with an expiration date of June 26, 2017. Each non-qualified stock option represents the contingent right to buy one share of the Issuer's common stock at the price granted.

F2: Column 8 has been intentionally left blank due to the fact the transaction is strictly exercise and hold of Issuer granted non-qualified stock options.