Sec Form 4 Filing - Woestemeyer Mariette M @ PROS Holdings, Inc. - 2017-08-24

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
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)
08/24/2017
(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 08/24/2017 S 50,000 ( 1 ) D $ 25.51 ( 2 ) 4,107,214 ( 3 ) I Held jointly with spouse Ronald F. Woestemeyer
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
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 08/25/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were issued to Mr. and Mrs. Woestemeyer by PROS Strategic Solutions, Inc., a predecessor-in-interest to PROS Holdings, Inc. In 1999 Mr. and Mrs. Woestemeyer gifted 1,000,000 shares to The Woestemeyer 1999 Gift Trust.
( 2 )The entire lot of 50,000 shares was sold at this price in one transaction.
( 3 )Includes: (i) 721,834 shares held by Mr. and Mrs. Woestemeyer; (ii) 950,000 shares held by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 603,548 shares held by Mariette Woestemeyer 2007 Irrevocable Trust (iv) 419,351 shares held by the 2007 ILIT; (v) 690,619 shares held by MAROKA, LLC of which Mr. and Mrs. Woestemeyer are the sole managers; (vi) 800,000 shares held in Mrs. Woestemeyer's 2010 GRAT to Retained Annuity Trust; (vii) 226,522 shares held by Mrs. Woestemeyer's Dynasty Trust; (viii) 236,266 shares held by Mr. Woestemeyer's Dynasty Trust; and (ix) 131,934 shares held by Mr. Woestemeyer's 2007 Irrevocable Trust.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.