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: Reiner Andres (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-01	Common Stock	M	26250	$21.52	Acquired	444941	Direct
2017-01-01	Common Stock	F	11295	$21.52	Disposed	433646	Direct
2017-01-01	Common Stock	M	9225	$21.52	Acquired	442871	Direct
2017-01-01	Common Stock	F	3870	$21.52	Disposed	439001	Direct
2017-01-01	Common Stock	M	14300	$21.52	Acquired	453301	Direct
2017-01-01	Common Stock	F	5999	$21.52	Disposed	447302	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-01	Restricted Stock Units	$	M	14300	Disposed		Common Stock (14300.0)	Direct
2017-01-01	Restricted Stock Units	$	M	9225	Disposed		Common Stock (9225.0)	Direct
2017-01-01	Restricted Stock Units	$	M	26250	Disposed		Common Stock (26250.0)	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: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F3: This restricted stock unit grant was awarded on January 23, 2015 in the amount of 57,200 restrcited stock units which vest annually, in equal installments over a four year period, with a final lapse date of January 1, 2018.

F4: Includes (i) 9,225 unvested restricted stock units with a final lapse date of January 1, 2018, and is associated with a February 11, 2014 grant; (ii) 28,600 unvested restricted stock units which will vest in equal installments on January 1 over the next two years, with a final lapse date of January 1, 2019, and is associated with a January 23, 2015 grant; and (iv) 90,000 unvested restricted stock units which will vest in equal installments beginning March 1, 2017 over the next four years, with a final lapse date of March 1, 2020, and is associated with a March 24, 2016 grant.

F5: This restricted stock unit grant was awarded on February 11, 2014 in the amount of 36,900 units that will vest annually, in equal installments on January 1st of each year over a four year period.

F6: This restricted stock unit grant was awarded on January 18, 2013 in the amount of 105,000 restricted stock units and vest annually, in equal installments, on January 1st of each year over a four year period.