Sec Form 4/A Filing - Reiner Andres @ PROS Holdings, Inc. - 2020-01-15

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

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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) 01/15/2020 (Street) HOUSTON, TX77002 4. If Amendment, Date Original Filed (MM/DD/YY) 01/17/2020 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 17,587 A $ 67.95 ( 1 ) 684,828 ( 2 ) D Common Stock 01/15/2020 F 6,921 D $ 67.95 ( 1 ) 677,907 ( 2 ) 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 ( 3 ) 01/15/2020 M 17,587 ( 4 ) ( 4 ) Common Stock 17,587 $ 0 177,235 ( 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 02/04/2020 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 )This Form 4/A is being filed to correct the total amount of shares of Common Stock of PROS Holdings, Inc. ("Common Stock") beneficially owned by the Reporting Person in Table I, column 5. A tabulation error led to reporting the incorrect number of shares of Common Stock beneficially owned by the Reporting Person following the transaction reported on the Form 4 filed on January 17, 2020 and on the immediately preceding Forms 4 filed on January 3, 2020, January 13, 2020, and January 15, 2020. ( 3 )Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock. ( 4 )This restricted stock unit grant was awarded on January 15, 2019 in the amount of 70,348 restricted stock units and vests annually, in equal installments, over a four year period on January 15 of each year, with a final lapse date of January 15, 2023. ( 5 )Includes (i) 22,500 unvested restricted stock units, vesting in equal installments on March 1 each year, with a final lapse date of March 1, 2020, associated with a March 24, 2016 grant; (ii) 21,000 unvested restricted stock units, vesting in equal installments on January 1 each year, with a final lapse date of January 1, 2021, associated with a January 20, 2017 grant; (iii) 41,474 unvested restricted stock units, vesting in equal installments on January 10 for the next two years, with a final lapse date of January 10, 2022, associated with a January 8, 2018 grant; (iv) 52,761 unvested restricted stock units, vesting in equal installments on January 15 each year, with a final lapse date of January 15, 2023, associated with a January 15, 2019 grant; and (v) 39,500 unvested restricted stock units vesting in equal installments on January 13 each year, with a final lapse date of January 13, 2024, associated with a January 13, 2020 grant.

Remarks: This Form 4/A corrects Table I, column 5 of the Form 4 filed on Jan 17, 2020.

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).

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