PROS Holdings, Inc. — Director's Dealing 2018

Jan 17, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2018-01-12

Reporting Person: Dziersk Thomas (EVP, Worldwide Sales)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-12	Performance Share Units	$	A	12346	Acquired		Common Stock (12346.0)	Direct

Footnotes

F1: One share of PROS Holdings, Inc. common stock will be issued for each performance share unit (market share unit, or "MSU") that vests.

F2: These performance share units (MSUs) were granted on January 12, 2018 in the amount of 6,173 units and vest on January 10, 2021, with a three-year performance period beginning on January 1, 2018 and ending on December 31, 2020. The amount shown on this Form 4 assumes the maximum possible award at 200%.

F3: Includes (i) 79,338 performance shares (MSUs) which will vest on October 9, 2020 associated with an October 9, 2017 grant; and (ii) 12,346 performance shares (MSUs) which will vest on January 10, 2021, associated with a January 12, 2018 grant. All grants described above assume the maximum shares awarded possible at 200%. This amount does not include any performance shares of other category types, such as restricted stock units.