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)
01/01/2016
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 01/01/2016 M 5,414 A $23.04(1) 4,137,133(2) 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
Restricted Stock Unit (3) 01/01/2016 M 5,414 (4) (4) Common Stock 5,414 $0 0 D
Explanation of Responses:
1. The price represents the price of PROS Holdings, Inc. common stock at the close of market on December 31, 2015, the previous business day before the vest date of January 1, 2016.
2. Includes: (i) 758,027 shares held by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 1,000,000 shares held by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 43,998 shares held by 2007 ILIT; (iv) 476,002 shares held by MAROKA, LLC of which Mr. and Mrs. Woestemeyer are the sole managers; (v) 344,560 shares held in Mrs. Woestemeyer's 2010GRAT Grantor to Retained Annuity Trust; (vi) 226,522 shares held in Mrs. Woestemeyer's Dynasty Trust; (vii) 236,266 shares held in Mr. Woestemeyer's Dynasty Trust; (viii) 603,548 shares held in Mr.Woestemeyer's 2007 Irrevocable Trust; and (ix) 448,210 shares held in Mrs. Woestemeyer's 2007 Irrevocable Trust.
3. Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
4. This restricted stock unit grant was awarded on January 9, 2015 in the amount of 5,414 units and fully vested on January 1, 2016.
Remarks:
Damian Olthoff, attorney-in-fact for Mariette M. Woestemeyer 01/04/2016
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.