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

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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)
03/06/2018

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)
Common Stock	03/06/2018		M		8,650⁽¹⁾	A	$32.41⁽²⁾	90,114	D
Common Stock	03/06/2018		F		3,231⁽³⁾	D	$32.41⁽²⁾	86,883	D

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)
Performance Share Units	⁽⁴⁾	03/06/2018		M			8,650	⁽¹⁾	⁽¹⁾	Common Stock	8,650	$0	232,556⁽⁵⁾	D

Explanation of Responses:

1. This represents PROS Holdings, Inc. ("Company"), common stock earned pursuant to a March 3, 2015 grant of 110,000 performance shares in the form of market share units ("MSUs"). Such grant constituted derivative securities that were reported assuming the maximum shares awarded possible at 200% on a Form 4 at the time of grant. The resulting issuance is based on achievement of certain targets in the three-year period ending March 3, 2018.

2. This price represents the closing price of the Company's common stock on March 2, 2018.

3. Represents the number of shares withheld by, and surrendered to, the Company to satisfy tax withholding obligations that arose in connection with the issuance of the performance shares.

4. One share of the Company's common stock was issued for each performance share earned.

5. Includes: (i) 125,000 performance shares (MSUs) which will vest on March 1, 2019, associated with a March 24, 2016 grant; (ii) 52,000 performance shares (MSUs) which will vest on January 1, 2020, associated with a January 20, 2017 grant; and (iii) 55,556 performance shares (MSUs) which will vest on January 10, 2021, associated with a January 12, 2018 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	03/08/2018
	** 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).
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