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 *

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)

3/1/2018
(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   3/1/2018     M    15625   A $31.65   (1) 74379   (2) (3) (4) D    
Common Stock   3/1/2018     F    5836   D $31.65   (1) 68543   (4) D    
Common Stock   3/3/2018     M    20625   A $32.41   (5) 89168   (4) D    
Common Stock   3/3/2018     F    7704   D $32.41   (5) 81464   (4) 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     (6) 3/1/2018     M         15625      (7)   (7) Common Stock   15625.0   $0   143567   D    
Restricted Stock Units     (6) 3/3/2018     M         20625      (8)   (8) Common Stock   20625.0   $0   122942   (9) D    

Explanation of Responses:
(1)  The price represents the price of PROS Holdings, Inc. common stock at the close of market on March 1, 2018.
(2)  This amount has been corrected to reflect an over-reported tax withholding of 215 shares on Form 4 filed March 7, 2016.
(3)  This amount has been corrected to reflect an over-reported grant of 10 shares on Form 4 filed January 10, 2018.
(4)  Includes 3,500 shares held in a joint account controlled by Stefan and Mary Schulz.
(5)  The price represents the price of PROS Holdings, Inc. common stock at the close of market on March 2, 2018, the previous business day before the vest date of March 3, 2018.
(6)  Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(7)  This is the second tranche of a grant awarded on March 24, 2016 in the amount of 62,500 restricted stock units and vests annually, in equal installments, over a four-year period, with a final lapse date of March 1, 2020.
(8)  This is the third tranche of a grant awarded on March 3, 2015 in the amount of 82,500 restricted stock units and vests annually, in equal installments, over a four-year period, with a final lapse date of March 1, 2019.
(9)  Includes (i) 20,625 unvested restricted stock units, the final tranche of which will vest on March 3, 2019, and is associated with a March 3, 2015 grant; (ii) 31,250 unvested restricted stock units vesting in equal installments on March 1 over the next two years, with a final lapse date of March 1, 2020, and is associated with a March 24, 2016 grant; (iii) 29,400 unvested restricted stock units vesting in equal installments on January 1 over the next three years, with a final lapse date of January 1, 2021, and is associated with a January 20, 2017 grant; and (iv) 41,667 unvested restricted stock units vesting in equal installments on January 10 over the next four years, with a final lapse date of January 10, 2022, and is associated with a January 8, 2018 grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Schulz Stefan B
3100 MAIN ST.
SUITE 900
HOUSTON, TX 77002

EVP and CFO

Signatures
Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz 3/5/2018
** 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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