PROS Holdings, Inc. — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Petersen Greg (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-01	Common Stock	M	6274	$21.52	Acquired	61233	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-01	Restricted Stock Units	$	M	6274	Disposed		Common Stock (6274.0)	Direct
2017-01-03	Restricted Stock Units	$	A	6310	Acquired		Common Stock (6310.0)	Direct

Footnotes

F1: The price represents the price of PROS Holdings, Inc. common stock at the close of Market on December 30, 2016, the previous business day before the vest date of January 1, 2017.

F2: The total amount shown includes a corrected number of beneficial holdings. The previous Form 4, filed on January 1, 2016, reported an estimated 2,144 shares disposed of to cover taxes; the actual number of shares disposed of to cover taxes was 2,126 shares.

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

F4: Includes 6,274 restricted stock units awarded on January 20, 2016 which fully vested on January 1, 2017.

F5: Includes 6,310 restricted stock units awarded on January 3, 2017 which fully vest on January 1, 2018.