Sec Form 4 Filing - Woestemeyer Ronald F @ PROS Holdings, Inc. - 2017-01-01

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 Woestemeyer Ronald F 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) _____ Other (specify below) (Last) (First) (Middle) 3100 MAIN STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2017 (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 01/01/2017 M 6,274 A $ 21.52 ( 1 ) 4,149,681 ( 2 ) I Held jointly with Spouse Mariette Woestemeyer

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 ( 3 ) 01/01/2017 M 6,274 ( 4 ) ( 4 ) Common Stock 6,274 $ 0 0 D Restricted Stock Units ( 3 ) 01/03/2017 A 6,310 ( 5 ) ( 5 ) Common Stock 6,310 $ 0 6,310 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Woestemeyer Ronald F 3100 MAIN STREET SUITE 900 HOUSTON, TX77002 X X Signatures Damian Olthoff, attorney-in-fact for Ronald F. Woestemeyer 01/03/2017 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 30, 2016, the previous business day before the vest date of January 1, 2017. ( 2 )Includes: (i) 770,575 shares held of record by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 1,000,000 shares held of record by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 43,998 shares held of record by 2007 ILIT; (iv) 476,002 shares held of record by MAROKA, LLC, of which Mr. and Mrs. Woestemeyer are the sole managers; (v) 344,560 shares held of record by in Mrs. Woestemeyer's 2010 GRAT Grantor to Retained Annuity Trust; (vi) 226,522 shares held of record by Mrs. Woestemeyer's Dynasty Trust; (vii) 236,266 shares held of record by Mr. Woestemeyer's Dynasty Trust; (iix) 603,548 shares held of record by Mr. Woestemeyer's 2007 Irrevocable Trust; and(ix) 448,210 shares held of record by Mrs. Woestemeyer's 2007 Irrevocable Trust. ( 3 )Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. ( 4 )Includes 6,274 restricted stock units awarded on January 20, 2016 which fully vested on January 1, 2017. ( 5 )Includes 6,310 restricted stock units awarded on January 3, 2017 which fully vest on January 1, 2018.

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