PROS Holdings, Inc. — Director's Dealing 2021

May 17, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2021-05-13

Reporting Person: RECHAN LESLIE J (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-13	Common Stock	M	33101	$37.98	Acquired	67789	Direct
2021-05-14	Common Stock	S	13240	$38.38	Disposed	54549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-13	Restricted Stock Units	$	M	33101	Disposed		Common Stock (33101.0)	Direct

Footnotes

F1: Represents the price of the Issuer's common stock at the close of market on May 13, 2021.

F2: The sales reported in this Form 4 were sold solely to cover tax withholding obligations and were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 19, 2020.

F3: This price represents a weighted average price. These shares were sold in one hundred ninety two (192) separate transactions at prices ranging from $37.51 to $38.61, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of PROS Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.

F4: Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

F5: This is the first tranche of the grant awarded on May 13, 2020, which will vest annually, in four equal installments, beginning on May 13, 2021 and ending on May 13, 2024.