Sec Form 4 Filing - Woestemeyer Mariette M @ PROS Holdings, Inc. - 2017-03-08

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 Mariette M 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) 03/08/2017 (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 ( 1 ) 03/08/2017 M 2,811 A $ 11 4,152,492 ( 2 ) D Common Stock 03/08/2017 S 1,386 D $ 22.38 ( 3 ) 4,151,106 ( 2 ) D Common Stock ( 1 ) 03/08/2017 M 7,000 A $ 11 4,158,106 ( 2 ) D Common Stock 03/08/2017 S 3,454 D $ 22.36 ( 3 ) 4,154,652 ( 2 ) D Common Stock ( 1 ) 03/09/2017 M 5,189 A $ 11 4,159,841 ( 2 ) D Common Stock 03/09/2017 S 2,627 D $ 21.8 4,157,214 ( 2 ) D Common Stock 03/08/2017 M 15,000 A $ 11 4,172,214 ( 2 ) D Common Stock 03/08/2017 S 15,000 D $ 22.42 ( 3 ) 4,157,214 ( 2 ) 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 NQ Stock Option $ 11 03/08/2017 M 2,811 ( 4 ) 06/27/2017 Common Stock 2,811 $ 0 ( 5 ) 27,189 D NQ Stock Option $ 11 03/08/2017 M 7,000 ( 4 ) 06/27/2017 Common Stock 7,000 $ 0 ( 5 ) 20,189 D NQ Stock Option $ 11 03/09/2017 M 5,189 ( 4 ) 06/27/2017 Common Stock 5,189 $ 0 ( 5 ) 15,000 D NQ Stock Option $ 11 03/08/2017 M 15,000 ( 4 ) 06/27/2017 Common Stock 15,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Woestemeyer Mariette M 3100 MAIN STREET SUITE 900 HOUSTON, TX77002 X X Signatures Damian Olthoff, attorney-in-fact for Mariette M. Woestemeyer 03/10/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a cashless exercise and hold of options and sale of shares sufficient to cover only exercise price, taxes and fees. ( 2 )Includes: (i) 771,834 shares held by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 1,000,000 shares held by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 43,998 shares held by the 2007 ILIT; (iv) 476,002 shares held by MAROKA, LLC of which Mr. and Mrs. Woestemeyer are the sole managers; (v) 344,560 shares held by Mrs. Woestemeyer's 2010 GRAT to Retained Annuity Trust; (vi) 226,522 shares held by Mrs. Woestemeyer's Dynasty Trust; (vii) 236,266 shares held by Mr. Woestemeyer's Dynasty Trust; (viii) 603,548 shares held by Mr. Woestemeyer's 2007 Irrevocable Trust; and (ix) 448,210 shares held by Mrs. Woestemeyer's 2007 Irrevocable Trust. ( 3 )Represents the average price for 61 separate transactions in a range from $22.35 to $22.51 on March 8, 2017. ( 4 )These stock options were granted on June 27, 2007, one-third of which were immediately exercisable, with the remainder vesting in equal installments over the following two years. ( 5 )Column 8 has been intentionally left blank due to the fact the transactions are strictly exercise and hold of Issuer granted non-qualified stock options.

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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