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
                                                                                  
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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 * RECHAN LESLIE J 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)
Chief Operating Officer
(Last)         (First)         (Middle)
3200 KIRBY DR., SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)
1/11/2021
(Street)
HOUSTON, TX 77098
(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

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 Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. 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 Date 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 of Derivative Security: 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 Units   (1) 1/11/2021    A     39743       (2)  (2) Common Stock  39743.0  $0  172149 (3) D   
Market Stock Units   (4) 1/11/2021    A     52990 (5)      (6)  (6) Common Stock  52990.0 (5) $0  52990 (7) D   

Explanation of Responses:
(1)  Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS Holdings, Inc. ("PROS") common stock.
(2)  This grant was awarded on January 11, 2021 in the amount of 39,743 RSUs and vests annually, in equal installments, over a four-year period on January 11 each year.
(3)  Includes (i) 132,406 unvested RSUs awarded on May 13, 2020 - the award vests in four equal annual installments which begin on May 13, 2021, with a final lapse date of May 13, 2024; and (ii) 39,743 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning on January 11, 2022, with a final lapse date of January 11, 2025.
(4)  One share of PROS common stock will be issued for each Market Stock Unit ("MSU") that vests.
(5)  The number shown is the maximum possible MSUs which may be earned at 200% of target award.
(6)  These MSUs were granted on January 11, 2021, have a settlement date of January 31, 2024 and are subject to a performance measure based on the relative total shareholder return of PROS common stock vs. the return of the Russell 2000 Index during the performance period January 1, 2021 through December 31, 2023.
(7)  This represents the grant described in Footnote No. 6 herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RECHAN LESLIE J
3200 KIRBY DR., SUITE 600
HOUSTON, TX 77098


Chief Operating Officer

Signatures
Damian W. Olthoff, attorney-in-fact for Leslie Rechan 1/13/2021
**Signature of Reporting Person Date
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