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 *

Woestemeyer Mariette M 		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)
(Last)          (First)          (Middle)

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

1/1/2017
(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   1/1/2017     M    6274   A $21.52   (1) 4149681   (2) I   Held jointly with spouse Ronald F. Woestemeyer  

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     (3) 1/1/2017     M         6274      (4)   (4) Common Stock   6274.0   $0   0   D    
Restricted Stock Units     (3) 1/3/2017     A      6310         (5)   (5) Common Stock   6310.0   $0   6310   D    

Explanation of Responses:
( 1)  The price represents the price of PROS Holdings, Inc. common stock at the close of market on December 30, 2016, the previous business day before the vest date of January 1, 2017.
( 2)  Includes: (i) 770,575 shares held of record by Ronald F. Woestemeyer and Mariette Woestemeyer; (ii) 1,000,000 shares held of record by The Woestemeyer 1999 Gift Trust, of which Deutsche Bank Trust Company Delaware is sole trustee; (iii) 43,998 2007 ILIT; (iv) 476,002 shares held of record by MAROKA, LLC of which Mr. and Mrs. Woestemeyer are the sole managers; (v) 344,560 in Mrs. Woestemeyer's 2010 GRAT Grantor to Retained Annuity Trust; (vi) 226,522 Mrs. Woestemeyer's Dynasty trust; (vii) 236,266 Mr. Woestemeyer's Dynasty Trust; (iix) 603,548 Mr. Woestemeyer's 2007 Irrevocable Trust; and (ix) 448,210 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)  The restricted stock units fully vest on January 1, 2014.
( 5)  Includes 6,310 restricted stock units awarded on January 3, 2017 which fully vest on January 1, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Woestemeyer Mariette M
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002 		X X


Signatures
Damian Olthoff, attorney-in-fact for Mariette M. Woestemeyer 1/3/2017
** 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).
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 control number.
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