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)
5/13/2021
(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
Common Stock  5/13/2021    M    33101  A $37.98 (1) 67789  D   
Common Stock  5/14/2021    S    13240 (2) D $38.38 (3) 54549  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 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   (4) 5/13/2021    M        33101    (5)  (5) Common Stock  33101.0  $0  139048  D   

Explanation of Responses:
(1)  Represents the price of the Issuer's common stock at the close of market on May 13, 2021.
(2)  The sales reported in this Form 4 were sold solely to cover tax withholding obligations and were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 19, 2020.
(3)  This price represents a weighted average price. These shares were sold in one hundred ninety two (192) separate transactions at prices ranging from $37.51 to $38.61, 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 herein.
(4)  Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(5)  This is the first tranche of the grant awarded on May 13, 2020, which will vest annually, in four equal installments, beginning on May 13, 2021 and ending on May 13, 2024.

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 5/17/2021
**Signature of Reporting Person Date
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