SEC FORM 4

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

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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^*

Murphy Charles H

(Last)

(First)

(Middle)

3100 MAIN STREET

SUITE 900

(Street)

HOUSTON

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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2013

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/24/2013		M		4,500	A	$26.45⁽¹⁾	255,784	D
Common Stock	02/24/2013		F		1,862	D	$26.45⁽¹⁾	253,922	D
Common Stock	02/25/2013		G	V	15,000	D	$0.00	238,922	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	02/24/2013		M			4,500	⁽³⁾	⁽³⁾	Common Stock	4,500	$0.00	88,000⁽⁴⁾	D
Performance Shares	⁽⁵⁾	02/25/2013		A		70,000		01/01/2016	01/01/2016	Common Stock	70,000	$0.00	124,000⁽⁶⁾	D

Explanation of Responses:

1. The price represents the price of PROS Holdings, Inc. Common Stock at the close of market on February 22, 2013.

2. Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. Common Stock.

3. The original restricted stock unit grant was awarded on March 9, 2010 in the amount of 18,000 restricted stock units and vest annually, in equal installments, over a four year period commencing February 24, 2011.

4. Includes (i) 4,500 of unvested restricted stock units which will vest on February 24, 2014 associated with a March 9, 2010 grant, (ii) 6,500 of unvested restricted stock units which will vest in equal installments over the next two years on the date of grant associated with a December 14, 2010 grant, (iii) 18,750 of unvested restricted stock units which will vest in equal installments over the next three years the date of grant associated with a December 14, 2010 grant, (iv) 20,250 of unvested restricted stock units which will vest in equal installments over the next three years on January 1st associated with a February 14, 2012 grant and (v) 38,000 of unvested restricted stock units which will vest in equal installments over the next three years on January 1st associated with a January 18,2013 grant.

5. One share of PROS Holdings, Inc. common stock will be issuable for each performance share which vests.

6. Includes (i) 54,000 performance shares which will vest on January 1, 2014 associated with a February 14, 2012 grant and (ii) 70,000 performance shares which will vest on January 1, 2016 associated with a February 25, 2013 grant. Both grants assume the maximum shares awarded.

Remarks:

	J. Scott McClendon, Attorney-in-fact for Charles H. Murphy	02/26/2013
	** 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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