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: Reiner Andres (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-12	Performance Shares	$	A	165896	Acquired		Common Stock (165896.0)	Direct

Footnotes

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

F2: These performance shares (MSUs) were granted on January 12, 2018 in the amount of 82,948 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) 114,400 performance shares (MSUs) which vested on January 1, 2018 (the actual award for such performance still to be determined) associated with a January 23, 2015 grant; (ii) 180,000 performance shares (MSUs) which will vest on March 1, 2019 associated with a March 24, 2016 grant; (iii) 168,000 performance shares (MSUs) which will vest on January 1, 2020 associated with a January 20, 2017 grant; and (iv) 165,896 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.