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* TA ASSOCIATES INC (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 56TH FLOOR (Street) BOSTON MA 02116 (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) X Director X 10% Owner Officer (give title below) X Other (specify below) See General Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 12/11/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/11/2007		S		1,731,179(1)	D	$15.829	3,236,424	I	See Footnote 5(5)
Common Stock	12/11/2007		S		932,360(2)	D	$15.829	0	I	See Footnote 6(6)
Common Stock	12/11/2007		S		31,838(3)	D	$15.829	59,520	I	See Footnote 7(7)
Common Stock	12/11/2007		S		34,623(4)	D	$15.829	64,727	I	See Footnote 8(8)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* TA ASSOCIATES INC (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* TA ADVENT VIII LP (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* TA ASSOCIATES VIII LLC (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* ADVENT ATLANTIC & PACIFIC III LP (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* TA ASSOCIATES AAP III PARTNERS (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* TA EXECUTIVES FUND LLC (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

1. Name and Address of Reporting Person* TA INVESTORS LLC (Last) (First) (Middle) JOHN HANCOCK TOWER 200 CLARENDON ST, 56TH FLOOR (Street) BOSTON MA 02116 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See General Remarks

Explanation of Responses:

1. These securities were sold solely by TA/Advent VIII L.P.

2. These securities were sold solely by Advent Atlantic and Pacific III L.P.

3. These securities were sold solely by TA Executives Fund LLC.

4. These securities were sold solely by TA Investors LLC.

5. TA Associates, Inc. is the Manager of TA Associates VIII LLC, which is the General Partner of TA/Advent VIII L.P. Each of TA Associates, Inc. and TA Associates VIII LLC may be deemed to have a beneficial interest in shares held by TA/Advent VIII L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.

6. TA Associates, Inc. is the General Partner of TA Associates AAP III Partners, which is the General Partner of Advent Atlantic and Pacific III L.P. Each of TA Associates, Inc. and TA Associates AAP III Partners may be deemed to have a beneficial interest in shares held by Advent Atlantic and Pacific III L.P. and each disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.

7. TA Associates, Inc. is the Manager of TA Executives Fund LLC. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Executives Fund LLC and disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.

8. TA Associates, Inc. is the Manager of TA Investors LLC. TA Associates, Inc. may be deemed to have a beneficial interest in shares held by TA Investors LLC and disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest in such shares which is subject to indeterminable future events.

Remarks:

The Reporting Persons are members of a 13(d) group owning more than 10% of the Issuer's oustanding common stock. The Reporting Persons have a representative on the Issuer's board of directors. Kurt R. Jaggers currently serves as the Reporting Persons' representative on the board of directors and, as such, the Reporting Persons are deemed directors of the Issuer.

	TA Associates, Inc., By Thomas P. Alber, Chief Financial Officer	12/13/2007
	TA/Advent VIII, By TA Associates VIII LLC, Its General Partner, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer	12/13/2007
	TA Associates VIII LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer	12/13/2007
	Advent Atlantic and Pacific III L.P., By TA Associates AAP III Partners, Its General Partner, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer	12/13/2007
	TA Associates AAP III Partners, By TA Associates, Inc., Its General Partner, By Thomas P. Alber, Chief Financial Officer	12/13/2007
	TA Executives Fund LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer	12/13/2007
	TA Investors LLC, By TA Associates, Inc., Its Manager, By Thomas P. Alber, Chief Financial Officer	12/13/2007
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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