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) 03/01/2020
	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	03/01/2020		M		15,625	A	$46.7	223,737	D
Common Stock	03/01/2020		F		6,290	D	$46.7	217,447	D
Common Stock	03/02/2020		M		52,200	A	$46.7	269,647	D
Common Stock	03/02/2020		F		21,011	D	$46.7	248,636	D
Common Stock	03/02/2020		S(1)		2,000	D	$45.737(2)	246,636	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	(3)	03/01/2020		M			15,625	(4)	(4)	Common Stock	15,625	$0	80,466(5)	D
Market Stock Units	(6)	03/02/2020		M			52,200	(7)	(7)	Common Stock	52,200	$0	134,168(8)	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on June 13, 2019.

2. This price represents a weighted average price. These shares were sold in 49 transactions at prices ranging from $44.30 to $46.81, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of PROS Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote 2 to this Form 4.

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

4. This is the last tranche of a RSU grant awarded on March 25, 2016 in the amount of 62,500 units, which vested annually in equal installments over a four-year period on March 1st of each year, with a final lapse date of March 1, 2020.

5. Includes: (i) 9,800 unvested RSUs awarded on January 20, 2017 - the award vests in four equal annual installments which began on January 1, 2018, with a final lapse date of January 1, 2021; (ii) 20,834 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; (iii) 27,232 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; and (iv) 22,600 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.

6. Each market stock unit ("MSU") finally awarded represents the contingent right to receive one share of PROS Holdings, Inc. common stock.

7. Represents MSUs granted on January 20, 2017. The number of shares awarded reflects a 200% achievement level earned.

8. All performance grants are shown at the maximum possible number of shares which may be earned at 200% of target award, and includes: (i) 55,556 MSUs which will vest on January 10, 2021, associated with a January 12, 2018 grant; and (ii) 48,412 performance RSUs which will vest on January 15, 2022, associated with a January 15, 2019 grant; and (iii) 30,200 performance RSUs which will vest on January 13, 2023, associated with a February 7, 2019 grant.

Remarks:

	Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz	03/03/2020
	** 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).
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