Sec Form 4 Filing - Reiner Roberto D @ PROS Holdings, Inc. - 2021-01-11

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 Roberto D 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, Chief Technology Officer (Last) (First) (Middle) 3200 KIRBY DR., SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2021 (Street) HOUSTON, TX77098 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 01/12/2021 S( 1 ) 6,076 D $ 48.3 ( 2 ) 96,549 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 ) 01/11/2021 A 23,597 ( 4 ) ( 4 ) Common Stock 23,597 $ 0 94,248 ( 5 ) D Market Stock Units ( 6 ) 01/11/2021 A 31,462 ( 7 ) ( 8 ) ( 8 ) Common Stock 31,462 $ 0 53,062 ( 9 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reiner Roberto D 3200 KIRBY DR., SUITE 600 HOUSTON, TX77098 EVP, Chief Technology Officer Signatures Damian W. Olthoff, attorney-in-fact for Roberto D. Reiner 01/13/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The sale of shares reported on this Form 4 were made solely to cover tax withholding obligations of the Reporting Person and were sold pursuant to a Rule 10b5-1 trading plan dated November 3, 2020. ( 2 )These shares were sold in multiple transactions all at this price. ( 3 )Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock. ( 4 )This restricted stock unit ("RSU") grant was awarded on January 11, 2021 in the amount of 23,597 RSUs and vests annually, in equal installments, over a four-year period on January 11 each year. ( 5 )Includes: (i) 13,503 unvested RSUs awarded on January 8, 2018 - the award vests in four equal annual installments which began on January 10, 2019, with a final lapse date of January 10, 2022; (ii) 40,848 unvested RSUs awarded on January 15, 2019 - the award vests in four equal annual installments which began on January 15, 2020, with a final lapse date of January 15, 2023; (iii) 16,300 unvested RSUs awarded on January 13, 2020 - the award will vest in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; and (iv) 23,597 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025. ( 6 )One share of PROS common stock will be issued for each Market Stock Unit ("MSU") that vests. ( 7 )The number shown is the maximum possible MSUs which may be earned at 200% of target award. ( 8 )These MSUs were granted on January 11, 2021, have a settlement date of January 31, 2024 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2021 through December 31, 2023. ( 9 )All grants in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 21,600 performance RSUs - the performance period for these shares will end on December 31, 2021 and will settle on January 13, 2023, and is associated with a February 7, 2020 grant; and (ii) 31,462 PMSUs - the performance period for these shares will end on December 31, 2023 and will settle on January 31, 2024, and is associated with a January 11, 2021 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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