PROS Holdings, Inc. — Director's Dealing 2017

Apr 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2017-04-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-03	Common Stock	M	13579	$16.73	Acquired	473942	Direct
2017-04-03	Common Stock	S	13579	$23.69	Disposed	460363	Direct
2017-04-04	Common Stock	M	6421	$16.73	Acquired	466784	Direct
2017-04-04	Common Stock	S	6421	$23.69	Disposed	460363	Direct
2017-04-04	Common Stock	M	8175	$23.45	Disposed	452188	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-03	NQ Stock Option	$16.73	M	13579	Disposed		Common Stock (13579.0)	Direct
2017-04-04	NQ Stock Option	$16.73	M	6421	Disposed		Common Stock (6421.0)	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 effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 13, 2017.

F3: Represents the average price for 38 transactions in a range from $23.50 to $24.12.

F4: Represents the average price for 10 transactions in a range from $23.56 to $23.75.

F5: Represents the average price for 38 transactions in a range from $23.23 to $23.73.

F6: 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.