Sec Form 4 Filing - Dziersk Thomas @ 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 Dziersk Thomas 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, Worldwide Sales (Last) (First) (Middle) 3100 MAIN STREET, SUITE 900 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2020 (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 01/15/2020 M 7,261 A $ 67.95 ( 1 ) 23,282 D Common Stock 01/15/2020 F 2,853 D $ 67.95 ( 1 ) 20,429 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 7,261 ( 3 ) ( 3 ) Common Stock 7,261 $ 0 68,768 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dziersk Thomas 3100 MAIN STREET SUITE 900 HOUSTON, TX77002 EVP, Worldwide Sales Signatures Damian W. Olthoff, attorney-in-fact for Thomas Dziersk 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 January 15, 2020. ( 2 )Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. ( 3 )These restricted stock units were granted on January 15, 2019 in the amount of 29,047 units, and vest annually in equal installments of 7,261 shares each, beginning on January 15, 2020 and ending on October 9, 2023. ( 4 )Includes: (i) 29,752 unvested restricted stock units, which vest in four equal annual installments beginning on October 9, 2018, with a final lapse date of October 9, 2021, and is associated with an October 9, 2017 grant; (ii) 4,630 unvested restricted stock units, which vest in four equal annual installments beginning January 10, 2019, with a final lapse date of January 10, 2022, and is associated with a January 8, 2018 grant; (iii) 21,786 unvested restricted stock units, which vest in four equal annual installments beginning on January 15, 2020, with a final lapse date of January 15, 2023 and is associated with a January 15, 2019 grant; and (iv) 12,600 unvested restricted stock units, which vest in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024, and is associated with a January 13, 2020 grant.

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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