SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Reiner Roberto D

(Last)

(First)

(Middle)

3100 MAIN ST., SUITE 900

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/06/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief Technology Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	35,980⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	124,972⁽³⁾	⁽⁴⁾	D

Explanation of Responses:

1. The number of shares shown are beneficially owned by the Reporting Person. This number is comprised of 5,620 shares purchased on the street before becoming an employee of the Issuer. The remaining shares represents beneficially owned shares that were accumulated through vested awards before becoming a Section 16 officer.

2. These Restricted Share Units ("RSUs") are comprised of several grants outlined in Footnote 3 herein.

3. Includes: (i) 30,000 unvested RSUs, being the last tranche of a March 24, 2016 grant, with a final vesting date of March 1, 2020; (ii) 40,509 unvested RSUs which vest in equal installments on January 10 for the next three years, with the final tranche vesting on January 10, 2022, and is associated with a January 8, 2018 grant; and (iii) 54,463 RSUs that will vest for the next four years on January 10 of each year, with the final tranche vesting on January 10, 2023, and is associated with a January 15, 2019 grant.

4. Each RSU represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

Remarks:

Exhibit 24, "Power of Attorney" is attached hereto and filed herewith.

	Damian W. Olthoff, attorney-in-fact for Roberto D. Reiner	11/07/2019
	** 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 5 (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.