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: Russell William (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-01	Common Stock	M	6274	$21.52	Acquired	114667	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: This amount includes (i) RSU director grants; and (ii) a street purchase of 25,000 shares held in the trust account of Bill and Patricia Russell.

F2: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F3: Includes 6,274 restricted stock units awarded on January 20, 2016 which fully vested on January 1, 2017.

F4: Includes 6,310 restricted stock units awarded on January 3, 2017 which fully vest on January 1, 2018.