FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Schulz Stefan B		 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
(Last)          (First)          (Middle)

3100 MAIN ST., SUITE 900		 3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2020
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 3/1/2020  M  15625 A$46.70 223737 D  
Common Stock 3/1/2020  F  6290 D$46.70 217447 D  
Common Stock 3/2/2020  M  52200 A$46.70 269647 D  
Common Stock 3/2/2020  F  21011 D$46.70 248636 D  
Common Stock 3/2/2020  S(1)  2000 D$45.737 (2)246636 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (3)3/1/2020  M     15625   (4) (4)Common Stock 15625.0 $0 80466 (5)D  
Market Stock Units  (6)3/2/2020  M     52200   (7) (7)Common Stock 52200.0 $0 134168 (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.
Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Schulz Stefan B
3100 MAIN ST.
SUITE 900
HOUSTON, TX 77002

EVP and CFO
Signatures
Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz3/3/2020
**Signature of Reporting PersonDate
Pros (NYSE:PRO)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Pros Charts.
Pros (NYSE:PRO)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Pros Charts.