PROS Holdings, Inc. — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Woestemeyer Mariette M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-01	Common Stock	M	6310	$26.45	Acquired	4175250	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-01-01	Restricted Stock Units	$	M	6310	Disposed		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 29, 2017, the previous business day before the vest date of January 1, 2018.

F2: Includes: (i) 796,144 shares held by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 950,000 shares held by the Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 603,548 shares held by the RMW-R 2007 Trust LLC; (iv) 419,351 shares held by the RMW 2007 ILIT LLC; (v) 690,619 shares held in the RMW-M 2007 Trust LLC; (vi) 800,000 shares held in RAMOKA LLC; (vii) 226,522 shares held in the RMW 2012 Dynasty Trust LLC; (iix) 236,266 shares held in the RMW 2012 Legacy Trust LLC; and (ix) 131,934 shares held in a joint account of which Mr. and Mrs. Woestemeyer have control.

F3: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

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