PROS Holdings, Inc. — Director's Dealing 2017

Mar 11, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2017-03-08

Reporting Person: Woestemeyer Mariette M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-08	Common Stock	M	2811	$11	Acquired	4152492	Direct
2017-03-08	Common Stock	S	1386	$22.38	Disposed	4151106	Direct
2017-03-08	Common Stock	M	7000	$11	Acquired	4158106	Direct
2017-03-08	Common Stock	S	3454	$22.36	Disposed	4154652	Direct
2017-03-09	Common Stock	M	5189	$11	Acquired	4159841	Direct
2017-03-09	Common Stock	S	2627	$21.80	Disposed	4157214	Direct
2017-03-08	Common Stock	M	15000	$11	Acquired	4172214	Direct
2017-03-08	Common Stock	S	15000	$22.42	Disposed	4157214	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-08	NQ Stock Option	$11.0	M	2811	Disposed	2017-06-27	Common Stock (2811.0)	Direct
2017-03-08	NQ Stock Option	$11.0	M	7000	Disposed	2017-06-27	Common Stock (7000.0)	Direct
2017-03-09	NQ Stock Option	$11.0	M	5189	Disposed	2017-06-27	Common Stock (5189.0)	Direct
2017-03-08	NQ Stock Option	$11.0	M	15000	Disposed	2017-06-27	Common Stock (15000.0)	Direct

Footnotes

F1: Represents a cashless exercise and hold of options and sale of shares sufficient to cover only exercise price, taxes and fees.

F2: Includes: (i) 771,834 shares held by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 1,000,000 shares held by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 43,998 shares held by the 2007 ILIT; (iv) 476,002 shares held by MAROKA, LLC of which Mr. and Mrs. Woestemeyer are the sole managers; (v) 344,560 shares held by Mrs. Woestemeyer's 2010 GRAT to Retained Annuity Trust; (vi) 226,522 shares held by Mrs. Woestemeyer's Dynasty Trust; (vii) 236,266 shares held by Mr. Woestemeyer's Dynasty Trust; (viii) 603,548 shares held by Mr. Woestemeyer's 2007 Irrevocable Trust; and (ix) 448,210 shares held by Mrs. Woestemeyer's 2007 Irrevocable Trust.

F3: Represents the average price for 61 separate transactions in a range from $22.35 to $22.51 on March 8, 2017.

F4: These stock options were granted on June 27, 2007, one-third of which were immediately exercisable, with the remainder vesting in equal installments over the following two years.

F5: Column 8 has been intentionally left blank due to the fact the transactions are strictly exercise and hold of Issuer granted non-qualified stock options.