Sec Form 4/A Filing - Reiner Andres @ PROS Holdings, Inc. - 2019-08-01

FORM 4/A 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 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) 08/01/2019 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 08/02/2019 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 ( 1 ) 08/01/2019 M 20,000 A $ 8.68 667,072 D Common Stock 08/01/2019 F 9,344 D $ 72.26 657,728 D Common Stock 08/01/2019 S 10,656 D $ 72.26 ( 2 ) 647,072 D Common Stock 08/01/2019 M 30,000 A $ 11.33 677,072 D Common Stock 08/01/2019 F 14,683 D $ 72.26 662,389 D Common Stock 08/01/2019 S 15,317 D $ 72.26 ( 2 ) 647,072 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 Stock Appreciation Rights $ 8.68 08/01/2019 M 20,000 ( 3 ) 03/09/2020 Common Stock 20,000 $ 0 0 D Stock Appreciation Rights $ 11.33 08/01/2019 M 30,000 ( 4 ) 12/14/2020 Common Stock 30,000 $ 0 0 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 08/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4/A amends and restates in its entirety the original Form 4 filed August 2, 2019, which incorrectly reported only the sale of the 25,973 shares of common stock that were the net proceeds of the exercise of the Stock Appreciation Rights ("SARs") as more fully described herein. ( 2 )The net amounts reported in this Form 4 were combined when sold. This price represents the average price for 148 total transactions in a range from $71.07 to $72.19. ( 3 )These SARs were granted on March 9, 2010. The initial 25% vested on February 24, 2011. The remaining unvested SARs vested monthly over the subsequent three-year period ending on February 24, 2014. It is mandatory that these SARs be exercised before the ten-year anniversary of the grant date to avoid forfeiture. ( 4 )These SARs were granted on December 14, 2010. The initial 25% vested on the first anniversary of the grant. The remaining unvested SARs vested monthly over the subsequent three-year period ending on December 14, 2014. It is mandatory that these SARs be exercised before the ten-year anniversary of the grant date to avoid forfeiture.

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.