UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

CUSIP No. 74346Y 103

1.

Names of Reporting Persons
Albert E. Winemiller

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
150,000

6.

Shared Voting Power
1,520,000

7.

Sole Dispositive Power
150,000

8.

Shared Dispositive Power
1,520,000

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,670,000

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
6.4%

12.

Type of Reporting Person (See Instructions)
IN

CUSIP No. 74346Y 103

Item 1.

(a)

Name of Issuer
PROS Holdings, Inc.

(b)

Address of Issuer’s Principal Executive Offices
3100 Main Street, Suite 900, Houston, TX 77002

Item 2.

(a)

Name of Person Filing
Albert E. Winemiller

(b)

Address of Principal Business Office or, if none, Residence
3100 Main Street, Suite 900, Houston, TX 77002

(c)

Citizenship
United States of America

(d)

Title of Class of Securities
Common Stock, par value $0.001 per share

(e)

CUSIP Number
74346Y 103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable. This statement is not being filed pursuant to Rule 13d-1(b), 13d-2(b), or 13d-2(c).

CUSIP No. 74346Y 103

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The following information with respect to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2007:

(a)

Amount beneficially owned:   

1,670,000 shares, consisting of (i) 1,500,000 shares held of record by Albert E. Winemiller Jr. 2006 Irrevocable Trust, (ii) 20,000 shares held of record by Debra Ann Winemiller and (iii) stock options to acquire 150,000 shares, which are immediately exercisable and which vest as to 25% on April 2, 2008 and the remainder monthly thereafter based on continued employment through April 2, 2011. Mr. Winemiller disclaims beneficial ownership of the shares held of record by Albert E. Winemiller Jr. 2006 Irrevocable Trust and Debra Ann Winemiller.

(b)

Percent of class:   

6.4%

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

150,000

(ii)

Shared power to vote or to direct the vote    

1,520,000

(iii)

Sole power to dispose or to direct the disposition of   

150,000

(iv)

Shared power to dispose or to direct the disposition of   

1,520,000

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

CUSIP No. 74346Y 103

Item 10.

Certification

Not Applicable.

February 14, 2007

Date

/s/ Albert E. Winemiller

Signature

Albert E. Winemiller

Name/Title