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 *

Reiner Andres
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                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President & CEO
(Last)          (First)          (Middle)

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

1/15/2020
(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 1/15/2020  M  17587 A$67.95 (1)716067 D  
Common Stock 1/15/2020  F  6921 D$67.95 (1)709146 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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (2)1/15/2020  M     17587   (3) (3)Common Stock 17587.0 $0 177235 (4)D  

Explanation of Responses:
(1) Represents the price of the Issuer's common stock at the close of market on January 15, 2020.
(2) Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(3) This restricted stock unit grant was awarded on January 15, 2019 in the amount of 70,348 restricted stock units and vests annually, in equal installments, over a four year period on January 15 of each year, with a final lapse date of January 15, 2023.
(4) Includes (i) 22,500 unvested restricted stock units, which vested in equal installments on March 1 each year, with a final lapse date of March 1, 2020, associated with a March 24, 2016 grant; (ii) 21,000 unvested restricted stock units, which vested in equal installments on January 1 each year, with a final lapse date of January 1, 2021, associated with a January 20, 2017 grant; (iii) 41,474 unvested restricted stock units, which vest in equal installments on January 10 for the next two years, with a final lapse date of January 10, 2022, associated with a January 8, 2018 grant; (iv) 52,761 unvested restricted stock units, which vest in equal installments on January 15 each year, with a final lapse date of January 15, 2023, associated with a January 15, 2019 grant; and (v) 39,500 unvested restricted stock units which vest in equal installments on January 13 each year, with a final lapse date of January 13, 2024, associated with a January 13, 2020 grant.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Reiner Andres
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002
X
President & CEO

Signatures
Damian Olthoff, attorney-in-fact for Andres D. Reiner1/17/2020
**Signature of Reporting PersonDate

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