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 * Petersen Greg	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 _____ Officer (give title below)    _____ Other (specify below)
(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		4980	A	$67.95 (1)	108099	D
Common Stock	1/16/2020		S		1743 (2)	D	$68.08 (3)	106356	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	(4)	1/15/2020		M			4980	(5)	(5)	Common Stock	4980.0	$0	1660 (6)	D

Explanation of Responses:
(1)	Represents the price of the Issuer's common stock at the close of market on January 15, 2020.
(2)	The sales reported in this Form 4 were affected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 12, 2019.
(3)	Represents the price for the full sale in one transaction.
(4)	Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(5)	The grant awarded on January 15, 2019 includes 6,640 restricted stock units, with 75% (4,980) vesting on January 15, 2020, and the remainder 25% (1,660) vesting on the earlier of May 1, 2020 or the 2020 annual shareholder meeting date.
(6)	Represents the remaining 25% of shares from the grant referenced in footnote 5 of this Form 4, which will vest on the earlier of May 1, 2020 or the 2020 annual shareholder meeting date

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

Signatures
Damian Olthoff, attorney-in-fact for Greg Petersen		1/17/2020
**Signature of Reporting Person		Date