Ownership Submission
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

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
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
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)
3100 MAIN STREET, SUITE 900		 3. Date of Earliest Transaction (Month/Day/Year)
05/10/2014
(Street)

HOUSTON, TX 77002		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/10/2014   M   8,750 A $ 0 291,161 (1) D  
Common Stock 05/10/2014   F   3,671 D $ 22.93 (2) 287,490 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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 (3) 05/10/2014   M     8,750   (4)   (4) Common Stock 8,750 $ 0 176,900 (5) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Reiner Andres
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002		   X     President & CEO  

Signatures

 Damian Olthoff, attorney-in-fact for Andres D. Reiner   05/12/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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) The totals in Column 5 of this Form 4 correct an error that occurred in the Form 4 filed on December 16, 2013, which resulted in the total in Column 5 of the December 16,2013 Form 4 and all subsequent reports thereafter being over reported by 1,168 shares.
(2) Represents the price of PROS Holdings, Inc. common stock at the close of market on May 12, 2014, the first business day after the vest date of May 10, 2014.
(3) Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(4) The original grant was awarded on May 10, 2011 in the amount of 35,000 restricted stock units that vest annually, in equal installments, over a four year period commencing on May 10, 2012, with a final lapse date of May 10, 2015.
(5) Includes (i) 12,500 unvested restricted stock units, the last tranche of which will vest on December 14, 2014 and is associated with a December 14, 2010 grant; (ii) 8,750 unvested restricted stock units, the last tranche of which will vest May 10, 2015 and is associated with a May 10, 2011 grant; (iii) 40,000 unvested restricted stock units which will vest in equal installments over the next two years on January 1st of each year and is associated with a February 14, 2012 grant; (iv) 78,750 unvested restricted stock units which will vest in equal installments over the next three years, with a final lapse date of January 1, 2017 and is associated with a January 18, 2013 grant; and (v) 36,900 unvested restricted stock units which will vest in equal installments over the next four years on January 1st of each year, with a final lapse date of January 1, 2018 and is associated with a February 11, 2014 grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.