SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Schulz Stefan B

(Last)

(First)

(Middle)

3100 MAIN ST.

SUITE 900

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [ PRO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/20/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	01/20/2017		A		38,900		⁽²⁾	01/01/2021	Common Stock	38,900	$0	202,175⁽³⁾	D
Performance Share Units	⁽⁴⁾	01/20/2017		A		52,000		⁽⁵⁾	01/01/2020	Common Stock	52,000	$0	284,000⁽⁶⁾	D

Explanation of Responses:

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

2. This restricted stock unit grant was awarded on January 20, 2017 in the amount of 38,900 units, and vests annually in equal installments over a four year period on January 1st of each year.

3. Includes (i) 61,875 unvested restricted stock units associated with a March 3, 2015 grant, vesting in equal installments on March 3 over the next three years with a final lapse date of March 3, 2019; (ii) 62,500 unvested restricted stock units associated with a March 24, 2016 grant, vesting in equal installments on March 1 over the next four years with a final lapse date of March 1, 2020; and (iii) 38,900 restricted stock units associated with a January 20, 2017 grant, vesting in equal installments on January 1st over the next four years, with a final lapse date of January 1, 2021.

4. One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.

5. These performance share units (market share units) were granted on January 20, 2017 in the amount of 26,000 units with a three year performance period ending on January 1, 2021. The amount shown on this Form 4 assumes the possible maximum award at 200%.

6. Includes (i) 55,000 performance shares (market share units) which will vest on March 3, 2018 associated with a March 3, 2015 grant; (ii) 125,000 performance shares (market share units) which will vest on March 1, 2019 associated with a March 24, 2016 grant; and (iii) 52,000 performance shares (market share units) which will vest on January 1, 2020 associated with a January 20, 2017 grant. All grants described above assume the maximum shares awarded possible at 200%. Does not include 60,000 performance shares awarded on September 9, 2016 as they vest according to different performance criteria.

Remarks:

	Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz	01/24/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.