SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Schulz Stefan B (Last) (First) (Middle) 3100 MAIN ST. SUITE 900 (Street) HOUSTON TX 77002 (City) (State) (Zip)	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 and CFO
	3. Date of Earliest Transaction (Month/Day/Year) 01/10/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	01/10/2020		M		10,417	A	$65.13	208,707	D
Common Stock	01/10/2020		F		4,100	D	$65.13	204,607	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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	(1)	01/10/2020		M			10,417	(2)	(2)	Common Stock	10,417	$65.13	82,568(3)	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

2. This is the second tranche of the RSU grant awarded on January 8, 2018 in the amount of 41,667 units, and vests annually in equal installments over a four-year period on January 10th of each year, with a final lapse date of January 10, 2022.

3. Includes: (i) 15,625 unvested RSUs with a final lapse date of March 1, 2020, and is associated with a March 24, 2016 grant that vested in equal installments for four years, under the Issuer's 2007 Equity Incentive Plan; (ii) 9,800 unvested RSUs, with a final lapse date of January 1, 2021, and is associated with a January 20, 2017 grant that vested in equal installments for four years, under the Issuer's 2007 Equity Incentive Plan; (iii) 20,834 unvested RSUs, with a final lapse date of January 10, 2022, and is associated with a January 8, 2018 grant that vests in equal installments for four years; and (iv) 36,309 unvested RSUs with a final lapse date of January 15, 2023, as is associated with a January 15, 2019 grant that vests in equal installments over a four year period.

Remarks:

	Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz	01/13/2020
	** Signature of Reporting Person	Date
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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