PROS Holdings, Inc. — Director's Dealing 2021

Jan 6, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2021-01-05

Reporting Person: Cook Scott William (Sr.VP,Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-05	Common Stock	S	1519	$48.96	Disposed	32634	Direct

Footnotes

F1: The sale of shares reported on this Form 4 were made solely to cover tax withholding obligations of the Reporting Person and were sold pursuant to a Rule 10b5-1 trading plan dated November 6, 2021.

F2: This price represents a weighted average price. These shares were sold in three transactions at prices ranging from $48.93 to $48.98. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, 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.

F3: This number includes 133 shares purchased in July 2020 through the PROS Holdings, Inc. Employee Stock Purchase Plan.