Sec Form 4 Filing - Reiner Andres @ PROS Holdings, Inc. - 2019-10-01

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) 10/01/2019 (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 10/01/2019 M 50,000 ( 1 ) A $ 11.33 697,072 D Common Stock 10/01/2019 S 24,537 ( 2 ) D $ 59.69 ( 3 ) 672,535 D Common Stock 10/01/2019 F 25,463 ( 1 ) D $ 59.69 ( 4 ) 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 $ 11.33 10/01/2019 M 50,000 ( 5 ) 12/14/2020 Common Stock 50,000 $ 0 50,000 ( 6 ) 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 10/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the grant, the exercise of the Stock Appreciation Rights ("SARs") was settled in shares of the Issuer's Common Stock, and a portion of these shares are deemed to have been forfeited to the Issuer to cover the exercise price and tax withholding obligation. This exercise and settlement of shares forfeited did not involve any open-market sales of the Issuer's Common Stock. ( 2 )The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 13, 2019. The sales previously reported on Forms 4 filed on August 5, 2019 and September 5, 2019 were also effected under the same 10b5-1 trading plan. ( 3 )This price represents a weighted average price. These shares were sold in eleven transactions at prices ranging from $59.56 to $59.84, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of PROS Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 3 and 4 to this Form 4. ( 4 )The average price for the sale in footnote 3 was also used as the price for the payment of the associated tax liability for the transaction. ( 5 )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 February 24, 2014. It is mandatory that these SARs be exercised before the ten-year anniversary of the grant date to avoid forfeiture. ( 6 )Includes unexercised SARs granted on December 14, 2010 with the same vesting information as noted in footnote 5.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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