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 *

Dziersk Thomas 		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, Worldwide Sales
(Last)          (First)          (Middle)

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

10/9/2017
(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

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
Performance Share Units     (1) 10/9/2017     A      79338   (2)        (2) 10/9/2020   Common Stock   79338   (2) $0   79338   (2) D    
Restricted Stock Units     (3) 10/9/2017     A      59504         (4) 10/9/2021   Common Stock   59504   $0   59504   D    

Explanation of Responses:
(1)  One share of PROS Holdings, Inc. common stock will be issued for each performance share unit (market share unit) that vests.
(2)  These performance share units (market share units) were granted on October 9, 2017 in the amount of 79,338 units, assuming the maximum possible award at 200%. The actual number of units to be awarded is variable based on over-or-under performance of PROS Holdings, Inc. stock price compared to the Russell 2000 Index during the three-year performance period beginning October 9, 2017 and ending October 9, 2020.
(3)  Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(4)  These restricted stock units were granted on October 9, 2017 in the amount of 59,504 units, and vest annually in equal installments of 14,876 shares beginning on October 9, 2018 and ending on October 9, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Dziersk Thomas
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002

EVP, Worldwide Sales

Signatures
Damian W. Olthoff, Attorney-in-fact for Thomas Dziersk 10/12/2017
** 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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