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 * 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) 3200 KIRBY DR., SUITE 600	3. Date of Earliest Transaction (MM/DD/YYYY) 1/11/2022
(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)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Units	1/11/2022		M		14619	A	$33.02 (1)	947056	D
Restricted Stock Units	1/12/2022		S(2)		6579	D	$31.71 (3)	940477	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)	1/11/2022		M		14619		(5)	(5)	Common Stock	14619.0	$0	194192 (6)	D

Explanation of Responses:
(1)	The price represents the price of PROS Holdings, Inc. ("PROS") common stock at the close of market on January 11, 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 9, 2021.
(3)	The price shown is the average price for the sale of shares sold in 99 separate transactions from $31.34 to $32.75.
(4)	Each restricted stock unit ("RSU") represents the contingent right to receive one share of PROS common stock.
(5)	This is the first tranche of a RSU grant, awarded on January 11, 2021 in the amount of 58,476 units, that vest annually, in equal installments over a four-year period on January 11 ofeach year.
(6)	Includes (i) 35,174 unvested RSUs granted 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) 29,625 unvested RSUs awarded on January 13, 2020 - the award will vest in four equal annual installments beginning January 13, 2021, with a final lapse date of January 13, 2024; and (iii) 43,857 unvested RSUs awarded on January 11, 2021 - the award will vest in four equal annual installments beginning January 11, 2022, with a final lapse date of January 11, 2025; and (iv) 85,536 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Reiner Andres 3200 KIRBY DR., SUITE 600 HOUSTON, TX 77098	X		President & CEO

Signatures
Damian Olthoff, attorney-in-fact for Andres D. Reiner		1/13/2022
**Signature of Reporting Person		Date