PROS Holdings, Inc. — Director's Dealing 2021

May 3, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2021-04-29

Reporting Person: WILLIAMS TIMOTHY V (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-29	Common Stock	M	4811	$44.37	Acquired	116198	Direct
2021-04-30	Common Stock	S	2406	$43.72	Disposed	113792	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-29	Restricted Stock Units	$	M	4811	Disposed		Common Stock (4811.0)	Direct

Footnotes

F1: Represents the closing price of Issuer's common stock on April 29, 2021.

F2: The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 3, 2020 and were accomplished solely to cover the taxes for the vesting noted in footnote 5 below.

F3: These shares were sold in four transactions all at the price indicated.

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

F5: This award was granted on April 29, 2020 and vested on April 29, 2021; the conditions of vesting being the earlier of such date or the date of Issuer's 2021 annual shareholder meeting.