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 * Cook Scott William 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)
Sr.VP,Chief Accounting Officer
(Last)         (First)         (Middle)
3200 KIRBY DR., SUITE 600
3. Date of Earliest Transaction (MM/DD/YYYY)
1/10/2022
(Street)
HOUSTON 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  1/10/2022    M    2894  A $32.15 (1) 34915 (2) D   
Common Stock  1/11/2022    S    1302 (3) D $31.92 (4) 33613  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   (5) 1/10/2022    M     2894       (6)  (6) Common Stock  2894.0  $0  23528 (7) D   
Restricted Stock Units   (5) 1/10/2022    A     20217       (8)  (8) Common Stock  20217.0  $0  43745 (9) D   

Explanation of Responses:
(1)  The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 10, 2022.
(2)  This number includes 92 shares purchased through the PROS Employee Stock Purchase Plan for the purchase period ending December 31, 2021.
(3)  The sale of shares reported on this Form 4 were made solely to cover tax withholding obligations of the Reporting Person and were sold pursuant to a Rule 10b5-1 trading plan dated December 8, 2021.
(4)  These shares were sold in multiple transactions all at this price.
(5)  Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
(6)  This is the last tranche of a RSU grant, awarded on January 8, 2018 in the amount of 11,574 units, that vested annually, in equal installments over a four-year period on January 10 of each year.
(7)  Includes: (i) 4,539 unvested RSUs awarded on January 15, 2019 - the award vests in four equal annual installments which began on January 15, 2020, with a final lapse date of January 15, 2023; (ii) 4,500 unvested RSUs awarded on January 13, 2020 - the award vests in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; and (iii) 14,489 unvested RSUs awardedon January 11, 2021 - the award vests in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025.
(8)  This grant was awarded on January 10, 2022. These RSUs will vest at 25% after one year on the anniversary date, and the remainder will vest at the rate of 6.25% on the 10th day of the first month of each quarter thereafter.
(9)  This amount includes everything listed in Footnote 7 with the addition of the grant awarded on January 10, 2022 as described in Footnote 8.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cook Scott William
3200 KIRBY DR., SUITE 600
HOUSTON 77098


Sr.VP,Chief Accounting Officer

Signatures
Chris Chaffin, attorney-in-fact for Scott William Cook 1/12/2022
**Signature of Reporting Person Date
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