Sec Form 4 Filing - Reiner Andres @ PROS Holdings, Inc. - 2023-01-12

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) 3200 KIRBY DR., SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2023 (Street) HOUSTON, TX77098 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

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 ( 1 ) 01/12/2023 A 139,506 ( 2 ) ( 2 ) Common Stock 139,506 $ 0 270,233( 3 ) D Market Stock Units ( 4 ) 01/12/2023 A 186,008 ( 5 ) ( 5 ) Common Stock 186,008 $ 0 474,032( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reiner Andres 3200 KIRBY DR., SUITE 600 HOUSTON, TX77098 X President & CEO Signatures Chris Chaffin, attorney-in-fact for Andres D. Reiner 01/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each Restricted Stock Unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PRO") Common Stock. ( 2 )This grant was awarded on January 12, 2023. These RSUs will vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter. ( 3 )Includes (i) 17,587 unvested RSUs granted on January 15, 2019 - the award vests in four equal annual installments which began on January 15, 2020, with a final lapse date of January 15, 2023; (ii) 19,750 unvested RSUs awarded on January 13, 2020 - the award will vest in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; (iii) 29,238 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; (iv) 64,152 unvested RSUs awarded on January 10, 2022 - the award vests at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter; and (v) 139,506 unvested RSUs as described in footnote 2. ( 4 )One share of PROS Common Stock will be issued for each performance Market Stock Unit ("PMSU") that vests. ( 5 )These PMSUs were granted on January 12, 2023, have a settlement date of January 31, 2026 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2023 through December 31, 2025. The amount of units reported represent the maximum possible number of shares which may be earned at 200% of target award. ( 6 )All grants in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 116,952 PMSUs - the performance period for these shares will end on December 31, 2023 and will settle on January 31, 2024, and is associated with a January 11, 2021 grant; (ii) 171,072 PMSUs - the performance period for these shares will end on December 31, 2024 and will settle on January 31, 2025, and will settle on January 31, 2025, and is associated with a January 10, 2022 grant; and (iii) 186,008 PMSUs - the details of which are presented in footnote 5.

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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