Sec Form 4 Filing - Schulz Stefan B @ PROS Holdings, Inc. - 2019-01-10

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) 01/10/2019 (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 01/10/2019 M 10,416 A $ 32.48 112,630 D Common Stock 01/10/2019 F 3,891 D $ 32.48 108,739 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 Restricted Stock Units ( 1 ) 01/10/2019 M 10,416 ( 2 ) ( 2 ) Common Stock 10,416 $ 0 102,726 ( 3 ) 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 01/14/2019 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 is the first tranche of a restricted stock unit grant awarded on January 8, 2018 in the amount of 41,667 units, and vests annually in equal installments over a four year period on January 10th of each year, with a final lapse date of January 10, 2022. ( 3 )Includes: (i) 20,625 unvested restricted stock units, the final tranche of which will vest on March 3, 2019, and is associated with a March 3, 2015 grant under the PROS 2007 Equity Incentive Plan (the "2007 Plan"); (ii) 31,250 unvested restricted stock units vesting in equal installments on March 1 over the next two years, with a final lapse date of March 1, 2020, and is associated with a March 24, 2016 grant under the 2007 Plan; (iii) 19,600 unvested restricted stock units vesting in equal installments on January 1 over the next two years, with a final lapse date of January 1, 2021, and is associated with a January 20, 2017 grant under the 2007 Plan; and (iv) 31,251 unvested restricted stock units vesting in equal installments on January 10 over the next three years, with a final lapse date of January 10, 2022, and is associated with a January 8, 2018 grant under the PROS 2017 Equity Incentive Plan.

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).

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