Sec Form 4 Filing - Schulz Stefan B @ PROS Holdings, Inc. - 2017-08-09

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) 08/09/2017 (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 08/09/2017( 1 ) M 15,000 A $ 29.34 58,246 ( 2 ) D Common Stock 08/09/2017( 1 ) F 5,603 D $ 29.34 52,643 ( 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 Performance Shares ( 3 ) 08/09/2017 M 15,000 ( 4 ) ( 4 ) Common Stock 15,000 $ 0 45,000 ( 5 ) 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 08/11/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The award criteria for these performance restricted stock units ("PRSUs") was met on July 27, 2017. On August 9, 2017, the Board of Directors of PROS Holdings, Inc. ("Company") approved the vesting of such shares to be issued on August 10, 2017. ( 2 )Includes 3,500 shares held in a joint account controlled by Stefan and Mary Schulz. ( 3 )One share of the Company's common stock was issued for each performance share that vested. ( 4 )This is the first tranche of this PRSU award, granted on September 9, 2016 in the total amount of 60,000 PRSUs under the Company's 2007 Equity Incentive Plan. This grant is eligible for vesting based on the average trailing closing price per share of the Company's common stock meeting certain minimum performance hurdles for at least 105 calendar days prior to September 9, 2020, with 25% vesting at $27, an additional 25% vesting at $33, and the remaining 50% vesting at $41. ( 5 )Includes PRSUs that were granted on September 9, 2016 in the total amount of 60,000 PRSUs under the Company's 2007 Equity Incentive Plan. The remainder are eligible to vest in two tranches if the performance hurdles are met prior to September 9, 2020.

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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