Sec Form 4 Filing - Reiner Andres @ PROS Holdings, Inc. - 2016-01-01

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Reiner Andres 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 3100 MAIN STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2016 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/01/2016 M 20,000 A $ 23.04 ( 1 ) 363,779 D Common Stock 01/01/2016 F 8,631 D $ 23.04 ( 1 ) 355,148 D Common Stock 01/01/2016 M 26,250 A $ 23.04 ( 1 ) 381,398 D Common Stock 01/01/2016 F 11,012 D $ 23.04 ( 1 ) 370,386 D Common Stock 01/01/2016 M 9,225 A $ 23.04 ( 1 ) 379,611 D Common Stock 01/01/2016 F 3,870 D $ 23.04 ( 1 ) 375,741 D Common Stock 01/01/2016 M 14,300 A $ 23.04 ( 1 ) 390,041 D Common Stock 01/01/2016 F 5,999 D $ 23.04 ( 1 ) 384,042 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 2 ) 01/01/2016 M 20,000 ( 3 ) ( 3 ) Common Stock 20,000 $ 0 137,375 ( 4 ) D Restricted Stock Units ( 2 ) 01/01/2016 M 26,250 ( 5 ) ( 5 ) Common Stock 26,250 $ 0 111,125 ( 4 ) D Restricted Stock Units ( 2 ) 01/01/2016 M 9,225 ( 6 ) ( 6 ) Common Stock 9,225 $ 0 101,900 ( 4 ) D Restricted Stock Units ( 2 ) 01/01/2016 M 14,300 ( 7 ) ( 7 ) Common Stock 14,300 $ 0 87,600 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reiner Andres 3100 MAIN STREET SUITE 900 HOUSTON, TX77002 X President & CEO Signatures Damian Olthoff, attorney-in-fact for Andres D. Reiner 01/04/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price represents the price of PROS Holdings, Inc. common stock at the close of market on December 31, 2015, the previous business day before the vest date of January 1, 2016. ( 2 )Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. ( 3 )This restricted stock unit grant was awarded on February 14, 2012 in the amount of 80,000 restricted stock units, and is the last tranche of annual vestings which occurred over a four year period on January 1 of each year. ( 4 )Includes (i) 26,250 unvested restricted stock units, the last tranche of which will vest January 1, 2017 and is associated with a January 18, 2013 grant; (ii) 18,450 unvested restricted stock units which will vest in equal installments on January 1st over the next two years and is associated with a February 11, 2014 grant; and (iii) 42,900 unvested restricted stock units which will vest in equal installments on January 1st over the next three years, with a final lapse date of January 1, 2019 and is associated with a January 23, 2015 grant. ( 5 )This restricted stock unit grant was awarded on January 18, 2013 in the amount of 105,000 restricted stock units and vest annually, in equal installments, on January 1st of each year over a four year period. ( 6 )This restricted stock unit grant was awarded on February 11, 2014 in the amount of 36,900 restricted stock units and vest annually, in equal installments, on January 1st of each year over a four year period. ( 7 )This restricted stock unit grant was awarded on January 23, 2015 in the amount of 57,200 restricted stock units and vest annually, in equal installments on January 1st of each year over a four year period.

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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