Sec Form 4 Filing - Schulz Stefan B @ 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 Schulz Stefan B 2. Issuer Name and Ticker or Trading Symbol PROS Holdings, Inc. [ PRO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP and CFO (Last) (First) (Middle) 3100 MAIN ST., 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 62,500 ( 2 ) ( 2 ) Common Stock 62,500 $ 0 124,375 ( 3 ) D Performance Share Units ( 4 ) 03/24/2016 A 125,000 ( 5 ) ( 5 ) Common Stock 125,000 $ 0 180,000 ( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schulz Stefan B 3100 MAIN ST. SUITE 900 HOUSTON, TX77002 EVP and CFO Signatures Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz 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 grant was awarded on March 24, 2016 in the amount of 62,500 restricted stock units, and vests annually in equal installments over a four year period on March 1 of each year. ( 3 )Includes (i) 61,875 unvested restricted stock units which will vest in equal installments on March 3 for the next three years, with a final lapse date of March 3, 2019, and is associated with a March 3, 2015 grant; and (ii) 62,500 unvested restricted stock units which will vest on March 1 for 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 that vests. ( 5 )These performance share units (market share units) were granted on March 24, 2016 in the base amount of 62,500 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) 55,000 performance shares (market share units) which will vest on March 3, 2018 and is associated with a March 3, 2015 grant; and (ii) 125,000 performance shares (market share units) which will vest on March 1, 2019 and is associated with a March 24, 2016 grant. Both 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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