Sec Form 4 Filing - Cook Scott William @ PROS Holdings, Inc. - 2022-01-18

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) 3200 KIRBY DR., SUITE 600 3. Date of Earliest Transaction (MM/DD/YY) 01/18/2022 (Street) HOUSTON77098 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 01/18/2022 M 2,269 A $ 28.27( 1 ) 38,699 D Common Stock 01/19/2022 S( 2 ) 1,021 D $ 28.29( 3 ) 37,678 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 ( 4 ) 01/18/2022 M 2,269 ( 5 ) ( 5 ) Common Stock 2,269 $ 0 36,343( 6 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cook Scott William 3200 KIRBY DR., SUITE 600 HOUSTON77098 Sr.VP,Chief Accounting Officer Signatures Chris Chaffin, attorney-in-fact for Scott William Cook 01/20/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 18, 2022. ( 2 )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 December 8, 2021. ( 3 )These shares were sold in multiple transactions all at this price. ( 4 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock. ( 5 )This is the third tranche of a RSU grant, awarded on January 15, 2019 in the amount of 9,077 units, that vest annually, in equal installments over a four-year period on January 15 of each year. ( 6 )Includes: (i) 2,270 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; (ii) 3,000 unvested RSUs awarded on January 13, 2020 - the award vests in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; (iii) 10,856 unvested RSUs awarded on January 11, 2021 - the award vests in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; and (iv) 20,217 unvested RSUs awarded on January 10, 2022 - the award vests at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter.

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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