Sec Form 4 Filing - Reiner Andres @ PROS Holdings, Inc. - 2016-03-24

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) 03/24/2016 (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

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 ) 03/24/2016 A 90,000 ( 2 ) ( 2 ) Common Stock 90,000 $ 0 177,600 ( 3 ) D Performance Share Units ( 4 ) 03/24/2016 A 180,000 ( 5 ) ( 5 ) Common Stock 180,000 $ 0 368,200 ( 6 ) 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 03/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. ( 2 )This restricted stock unit grant was awarded on March 24, 2016 in the amount of 90,000 restricted stock units and vests annually, in equal installments, over a four year period on March 1 of each year. ( 3 )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 1 over the next two years, with a final lapse date of January 1, 2018, and is associated with a February 11, 2014 grant; (iii) 42,900 unvested restricted stock units which will vest in equal installments on January 1 over the next three years, with a final lapse date of January 1, 2019, and is associated with a January 23, 2015 grant; and (iv) 90,000 unvested restricted stock units which will vest in equal installments on March 1 over the next four years, with a final lapse date of March 1, 2020, and is associated with a March 24, 2016 grant. ( 4 )One share of PROS Holdings, Inc. common stock will be issued for each performance share unit that vests. ( 5 )These performance share units (market share units) were granted on March 24, 2016 in the amount of 90,000 units with a three year performance period ending on March 1, 2019. The amount shown on this Form 4 assumes the possible maximum award at 200%. ( 6 )Includes (i) 73,800 performance shares (market share units) which will vest on January 1, 2017 associated with a February 11, 2014 grant; (ii) 114,400 performance shares (market share units) which will vest on January 1, 2018 associated with a January 23, 2015 grant; and (iii) 180,000 performance shares (market share units) which will vest on March 1, 2019. All grants described above assume the maximum shares awarded possible at 200%.

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).

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