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: Woestemeyer Ronald F (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-01	Common Stock	M	6274	$21.52	Acquired	4149681	Indirect

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: Includes: (i) 770,575 shares held of record by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 1,000,000 shares held of record by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 43,998 shares held of record by 2007 ILIT; (iv) 476,002 shares held of record by MAROKA, LLC, of which Mr. and Mrs. Woestemeyer are the sole managers; (v) 344,560 shares held of record by in Mrs. Woestemeyer's 2010 GRAT Grantor to Retained Annuity Trust; (vi) 226,522 shares held of record by Mrs. Woestemeyer's Dynasty Trust; (vii) 236,266 shares held of record by Mr. Woestemeyer's Dynasty Trust; (iix) 603,548 shares held of record by Mr. Woestemeyer's 2007 Irrevocable Trust; and(ix) 448,210 shares held of record by Mrs. Woestemeyer's 2007 Irrevocable Trust.

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.