Statement of Changes in Beneficial Ownership (4)

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) 3200 KIRBY DR., SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 1/18/2022
(Street) HOUSTON, TX 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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	1/18/2022		M		9077	A	$28.27 ⁽¹⁾	285976	D
Common Stock	1/19/2022		S⁽²⁾		3812	D	$28.33 ⁽³⁾	282164	D
Common Stock	1/18/2022		M		19146	A	$28.27	301310	D
Common Stock	1/18/2022		F⁽⁴⁾		7534	D	$28.27	293776	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	1/18/2022		M		9077		⁽⁶⁾	⁽⁶⁾	Common Stock	9077.0	$0	94979 ⁽⁷⁾	D
Market Stock Units	⁽⁸⁾	1/18/2022		M		19146		⁽⁹⁾	⁽⁹⁾	Common Stock	19146.0	$0	142086 ⁽¹⁰⁾	D

Explanation of Responses:
(1)	The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 18, 2022.
(2)	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.
(3)	This price represents a weighted average price. These shares were sold in fifty nine (59) transactions at prices ranging from $26.81 to $28.33. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth herein.
(4)	Represents the number of net shares withheld to cover taxes.
(5)	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
(6)	This is the third tranche of a RSU grant, awarded on January 15, 2019 in the amount of 36,309 units, that vest annually, in equal installments over a four-year period on January 15 of each year.
(7)	Includes: (i) 9,078 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) 11,300 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; (iii) 27,945 unvested RSUs awarded on January 11, 2021 - the award vests in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; and (iv) 46,656 unvested RSUs awarded on January 10, 2022 - the award 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.
(8)	One share of PROS common stock will be issued for each performance share ("MSU") that vests.
(9)	These performance MSUs vested on January 18, 2022 at 79.09% of target (24,206). The final award was based on PROS total recurring revenue measured according to U.S. generally accepted accounting principles meeting certain minimum performance hurdles for the performance period of January 1, 2019 to December 31, 2020.
(10)	The performance grants listed in this footnote represent the maximum possible number of shares which may be earned at 200% of target award, and include: (i) 30,200 performance RSUs - the performance period for these shares will end on December 31, 2021 and will vest on January 13, 2023, and is associated with a February 7, 2020 grant; (ii) 49,678 MSUs - the performance period for these shares will end on December 31, 2023 and will vest on January 31, 2024, associated with a January 11, 2021 grant; and (iii) 62,208 MSUs - the performance period for these shares will end on December 31, 2024, and is associated with a January 10, 2022 grant.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Schulz Stefan B 3200 KIRBY DR., SUITE 600 HOUSTON, TX 77098			EVP and CFO