Sec Form 4 Filing - Schulz Stefan B @ PROS Holdings, Inc. - 2019-01-15

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) 01/15/2019 (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

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 ) 01/15/2019 A 36,309 ( 2 ) ( 2 ) Common Stock 36,309 $ 0 139,035 ( 3 ) D Performance Share Units ( 4 ) 01/15/2019 A 48,412 ( 5 ) ( 5 ) Common Stock 48,412 $ 0 280,968 ( 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 01/17/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock. ( 2 )This RSU grant was awarded on January 15, 2019 in the amount of 36,309 RSUs, which vest annually, in equal installments over a four-year period, with a final lapse date of January 15, 2023. ( 3 )Includes: (i) 20,625 RSUs, the final tranche of which will vest on March 3, 2019, associated with a March 3, 2015 grant; (ii) 31,250 unvested RSUs vesting in equal installments on March 1 over the next two years, with a final lapse date of March 1, 2020, associated with a March 24, 2016 grant; (iii) 19,600 unvested RSUs vesting in equal installments on January 1 over the next two years, with a final lapse date of January 1, 2021, associated with a January 20, 2017 grant; (iv) 31,251 unvested RSUs vesting in equal installments on January 10 over the next three years, with a final lapse date of January 10, 2022, associated with a January 8, 2018 grant; and (v) 36,309 unvested RSUs vesting in equal installments on January 15 over the next four years, with a final lapse date of January 15, 2023, associated with a January 15, 2019 grant. ( 4 )One share of PROS Holdings, Inc. (the "Company") common stock will be issued for each performance share (market share unit, or "MSU") that vests. ( 5 )The performance share units (MSUs) will vest on January 15, 2022 at up to 200% of the grant amount if the Company's total recurring revenue measured according to U.S. generally accepted accounting principles meets certain minimum performance hurdles for the performance period of January 1, 2019 to December 31, 2020. ( 6 )All grants are shown at the maximum possible award of 200%, and includes: (i) 125,000 performance shares (MSUs) which will vest on March 1, 2019, associated with a March 24, 2016 grant; (ii) 52,000 performance shares (MSUs) which will vest on January 1, 2020, associated with a January 20, 2017 grant; and (iii) 55,556 performance shares (MSUs) which will vest on January 10, 2021, associated with a January 12, 2018 grant; and (iv) 48,412 performance shares (MSUs) which will vest on January 15, 2022, associated with a January 15, 2019 grant. This amount does not include any performance shares that are categorized as restricted stock units.

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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