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* Woestemeyer Mariette M (Last) (First) (Middle) 3100 MAIN STREET 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) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/24/2017
	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	08/24/2017		S		50,000(1)	D	$25.51(2)	4,107,214(3)	I	Held jointly with spouse Ronald F. Woestemeyer

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

Explanation of Responses:

1. These shares were issued to Mr. and Mrs. Woestemeyer by PROS Strategic Solutions, Inc., a predecessor-in-interest to PROS Holdings, Inc. In 1999 Mr. and Mrs. Woestemeyer gifted 1,000,000 shares to The Woestemeyer 1999 Gift Trust.

2. The entire lot of 50,000 shares was sold at this price in one transaction.

3. Includes: (i) 721,834 shares held by Mr. and Mrs. Woestemeyer; (ii) 950,000 shares held by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 603,548 shares held by Mariette Woestemeyer 2007 Irrevocable Trust (iv) 419,351 shares held by the 2007 ILIT; (v) 690,619 shares held by MAROKA, LLC of which Mr. and Mrs. Woestemeyer are the sole managers; (vi) 800,000 shares held in Mrs. Woestemeyer's 2010 GRAT to Retained Annuity Trust; (vii) 226,522 shares held by Mrs. Woestemeyer's Dynasty Trust; (viii) 236,266 shares held by Mr. Woestemeyer's Dynasty Trust; and (ix) 131,934 shares held by Mr. Woestemeyer's 2007 Irrevocable Trust.

Remarks:

	Damian Olthoff, attorney-in-fact for Mariette M. Woestemeyer	08/25/2017
	** 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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