Sec Form 4 Filing - Cook Scott William @ PROS Holdings, Inc. - 2024-01-12

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) 01/12/2024 (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 01/12/2024 M 9,259 A $ 35.18 ( 1 ) 50,692 D Common Stock 01/12/2024 F 3,639 D $ 35.18 ( 1 ) 47,053 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 ) 01/12/2024 D 9,259 ( 3 ) ( 3 ) Common Stock 9,259 $ 0 48,480 ( 4 ) ( 5 ) D Restricted Stock Units ( 2 ) 01/12/2024 A 28,425 ( 6 ) ( 6 ) Common Stock 28,425 $ 0 76,905 ( 7 ) 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 01/16/2024 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 12, 2024. ( 2 )Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock. ( 3 )This grant was awarded on January 12, 2023. These RSUs vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 12th day of the first month of each quarter thereafter. ( 4 )Includes: (i) 1,500 unvested RSUs awarded 1/13/20 - vesting in 4 equal annual installments beginning 1/13/21, and a final lapse date of 1/13/24; (ii) 3,623 unvested RSUs awarded 1/11/21 - vests in 4 equal annual installments beginning 1/11/22, and a final lapse date of 1/11/25; (iii) 10,111 unvested RSUs awarded 1/10/22 - vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% on the 10th day of the 1st month of each quarter thereafter; (iv) 5,468 unvested RSUs awarded 3/1/22 vests at 25% after 1-year on the anniversary date and the remainder vesting at 6.25% after the completion of each 3-month calendar period thereafter; (see Footnote 4 for additional holdings). ( 5 )Also includes: (v) 27,778 unvested RSUs awarded 1/12/23 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st month of each quarter thereafter. ( 6 )This grant was awarded on January 12, 2024. These RSUs vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.235% on the 12thd ay of the first month of each quarter thereafter. ( 7 )Includes everything detailed in Footnotes 5 and 6 but also includes 28,425 unvested RSUs awarded 1/12/24 - vests at 25% after 1-year on the anniversary date and the remainder vesting at the rate of 6.25% on the 12th day of the 1st 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).

** 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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