Sec Form 4 Filing - Reiner Andres @ PROS Holdings, Inc. - 2019-03-21

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 Reiner Andres 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 _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 3100 MAIN STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 03/21/2019 (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 03/21/2019 M 180,000 ( 1 ) A $ 43.05 ( 2 ) 657,252 D Common Stock 03/21/2019 F 70,830 ( 3 ) D $ 43.05 586,422 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 Share Units ( 4 ) 03/21/2019 M 180,000 ( 1 ) ( 1 ) Common Stock 180,000 $ 0 474,592 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reiner Andres 3100 MAIN STREET SUITE 900 HOUSTON, TX77002 X President & CEO Signatures Damian Olthoff, attorney-in-fact for Andres D. Reiner 03/25/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents PROS Holdings, Inc. ("PROS") common stock earned pursuant to a March 24, 2016 grant of performance shares in the form of market share units. The amount shown was approved by the PROS Compensation and Leadership Development Committee on March 21, 2019, and was issued at the maximum amount of 200% based on achievement of certain targets in the three-year performance period ending on March 1, 2019. ( 2 )This price represents the closing price of PROS common stock on March 1, 2019. ( 3 )Represents the number of shares withheld by, and surrendered to, the issuer to satisfy tax withholding obligations that arose in connection with the issuance of the performance shares. ( 4 )Each performance share (market share unit)finally awarded represents the contingent right to receive one share of PROS common stock. ( 5 )Includes (i) 168,000 performance shares (market share units) which will vest on January 1, 2020, associated with a January 20, 2017 grant; (ii) 165,896 performance shares (market share units) which will vest on January 10, 2021, associated with a January 12, 2018 grant; and (iii) 140,696 performance shares (market share units) which will vest on January 15, 2022, associated with a January 15, 2019 grant. All grants assume the maximum shares awarded possible at 200%. 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).

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