Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Reiner Andres
 2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2008		 3. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [PRO]
(Last)
(First)
(Middle)
3100 MAIN STREET, SUITE 900		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior VP Pricing Solutions
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77002		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 80,468
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (1)   (3) 02/10/2015 Common Stock 6,250 $ 0.43 D  
Employee Stock Option (1)   (4) 12/30/2015 Common Stock 10,782 $ 0.65 D  
Employee Stock Option (2)   (5) 03/26/2017 Common Stock 50,000 $ 6 D  
Employee Stock Option (2)   (6) 11/15/2017 Common Stock 100,000 $ 16.73 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Reiner Andres
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002		       Senior VP Pricing Solutions  

Signatures

By: J. Scott McClendon, Attorney-in-Fact for Andres Reiner 05/16/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Stock option grant under PROS Holdings, Inc. 1999 Equity Incentive Plan.
(2) Stock option grant under PROS Holdings, Inc. 2007 Equity Incentive Plan.
(3) The options are exercisable in four equal annual installments. The installment became exercisable on February 10, 2006 with the final installment becoming exercisable on February 10, 2009.
(4) 25% of the options vest on December 30, 2006 with the remaining shares vesting monthly, in equal installments, over a three year period.
(5) 25% of the options vest on March 26, 2008, with the remaining shares vesting monthly, in equal installments, over a three year period.
(6) The options vest monthly beginning June 1, 2009 in equal installments of approximately 3,333.
 
Remarks:
Exhibit List Exhibit 24 - Power of Attorney

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