PROS Holdings, Inc. — Director's Dealing 2017

Mar 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2017-03-01

Reporting Person: Schulz Stefan B (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-01	Common Stock	M	15625	$23.42	Acquired	33894	Direct
2017-03-01	Common Stock	F	4274	—	Disposed	29620	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-01	Restricted Stock Units	$	M	15625	Disposed		Common Stock (15625.0)	Direct

Footnotes

F1: Represents the price of PROS Holdings, Inc. common stock at the close of market on March 1, 2017.

F2: Includes 3,500 shares held in a joint account controlled by Stefan and Mary Schulz.

F3: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F4: This is the first tranche of a grant awarded on March 24, 2016 in the amount of 62,500 restricted stock units and vests annually, in equal installments, over a four year period commencing on March 1, 2017 and expiring on March 1, 2020.

F5: Includes (i) 61,875 unvested restricted stock units which will vest in equal installments on March 3 over the next three years, with a final lapse date of March 3, 2019, and is associated with a March 3, 2015 grant; (ii) 46,875 unvested restricted stock units which will vest in equal installments on March 1 over the next three years, with a final lapse date of March 1, 2020, and is associated with a March 24, 2016 grant; and (iii) 39,200 unvested restricted stock units which will vest in equal installments beginning January 1, 2018 over the next four years, with a final lapse date of January 1, 2021 and is associated with a January 20, 2017 grant.