PROS Holdings, Inc. — Director's Dealing 2017

Mar 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2017-03-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-13	Common Stock	M	27275	$6	Acquired	487638	Direct
2017-03-13	Common Stock	S	27275	$22.50	Disposed	460363	Direct
2017-03-14	Common Stock	M	22725	$6	Acquired	483088	Direct
2017-03-14	Common Stock	S	22725	$22.27	Disposed	460363	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-13	NQ Stock Option	$6.0	M	27275	Disposed	2017-03-27	Common Stock (27275.0)	Direct
2017-03-14	NQ Stock Option	$6.0	M	22725	Disposed	2017-03-27	Common Stock (22725.0)	Direct

Footnotes

F1: Each option granted 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 48 separate transactions in a range from $22.19 to $22.76 on March 13, 2017.

F4: Represents the average price for 50 separate transactions in a range from $21.98 to $22.50 on March 14, 2017.

F5: These 50,000 NQ stock options were granted on March 26, 2007 under the PROS Holdings, Inc. 2007 Equity Incentive Plan; one-third of which were immediately exercisable, with the remainder vesting in equal installments over the following two years.

F6: Includes: (i) 100,000 fully vested NQ stock options granted on November 15, 2007 with an expiration date of November 15, 2017; and (ii) 50,000 fully vested NQ stock options granted on May 14, 2008, with an expiration date of May 14, 2018.