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^*

Reiner Andres

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2017

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)
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	05/01/2017		M		20,000⁽¹⁾	A	$16.73	472,188	D
Common Stock	05/01/2017		S⁽²⁾		20,000	D	$24.73⁽³⁾	452,188	D
Common Stock	05/01/2017		S⁽²⁾		8,175	D	$24.85⁽⁴⁾	444,013	D
Common Stock	05/01/2017		S⁽²⁾		12,923	D	$25.01⁽⁵⁾	431,090	D
Common Stock	05/02/2017		S⁽²⁾		3,426	D	$25⁽⁶⁾	427,664	D
Common Stock	05/03/2017		S⁽²⁾		8,174	D	$25⁽⁷⁾	419,490⁽⁸⁾	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)
NQ Stock Option	$16.73	05/01/2017		M			20,000	⁽⁹⁾	⁽⁹⁾	Common Stock	20,000	$0	110,000	D

Explanation of Responses:

1. Each option granted or acquired represents the contingent right to buy one share of PROS Holdings, Inc. common stock at the price granted.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 13, 2017.

3. Represents the average price for 20 transactions in a range from $24.59 to $24.78.

4. Represents the average price for 25 transactions in a range from $24.58 to $24.92.

5. Represents the average price for 85 transactions in a range from $25.00 to $25.07.

6. This sale was made in 2 transactions at $25.00.

7. This sale was made in 1 transaction at $25.00.

8. The totals in Column 5 of this Form 4 correct an error in Column 5 of the Form 4 filed on March 15, 2016 and all subsequent reports thereafter; which over reported the number of shares withheld for taxes by 6 shares.

9. These NQ Stock Options were granted on November 15, 2007, before Mr. Reiner became a Section 16 officer, and vested monthly in equal installments beginning on June 1, 2009, and expire on November 15, 2017.

Remarks:

	Damian Olthoff, attorney-in-fact for Andres D. Reiner	05/03/2017
	** 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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