Sec Form 4 Filing - Cook Scott William @ PROS Holdings, Inc. - 2020-01-15

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 Cook Scott William 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) Sr.VP,Chief Accounting Officer (Last) (First) (Middle) 3100 MAIN ST., SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2020 (Street) HOUSTON77002 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 01/15/2020 M 2,269 A $ 67.95 ( 1 ) 31,681 D Common Stock 01/15/2020 F 893 D $ 67.95 ( 1 ) 30,788 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 ( 2 ) 01/15/2020 M 2,269 ( 3 ) ( 3 ) Common Stock 2,269 $ 0 26,470 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cook Scott William 3100 MAIN ST., SUITE 900 HOUSTON77002 Sr.VP,Chief Accounting Officer Signatures Chris Chaffin, attorney-in-fact for Scott William Cook 01/17/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents the price of the Issuer's common stock at the close of market on Jan 15, 2020. ( 2 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock. ( 3 )These RSUs were granted on Jan 15, 2019 in the amount of 9,077 units, and vest in four equal annual installments beginning Jan 15, 2020, with a final lapse date of Jan 15, 2023. ( 4 )Includes: (i) 4,500 unvested RSUs, the final tranche vesting March 1, 2020, and is associated with an April 15, 2016 grant that vested in 4 equal annual installments beginning on March 1, 2017; (ii) 3,375 unvested RSUs, the last tranche vesting on Jan 1, 2021, and is associated with a Jan 3, 2017 grant that vested in 4 equal annual installments beginning on Jan 1, 2018; (iii) 5,787 unvested RSUs from a Jan 10, 2018 grant that vests in 4 equal annual installments beginning Jan 10, 2019, with a final lapse date of Jan 1, 2022, and is associated with a Jan 8, 2018 grant; (iv) 6,808 unvested RSUs from a Jan 15, 2019 grant that vests in 4 equal annual installments beginning Jan 15, 2020, with a final lapse date of Jan 15, 2023; and (v) 6,000 unvested RSUs from a Jan 13, 2020 grant that vests in 4 equal annual installments beginning Jan 13, 2021, with a final lapse date of Jan 13, 2024.

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