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 *
  Schulz Stefan B
 2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2015		 3. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [PRO]
(Last)
(First)
(Middle)
3100 MAIN ST., SUITE 900		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP and CFO
 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)

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
Performance Share Units 01/01/2018 01/01/2018 Common Stock 55,000 (1) $ (2) D  
Restricted Stock Unit   (3)   (3) Common 82,500 $ (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schulz Stefan B
3100 MAIN ST.
SUITE 900
HOUSTON, TX 77002		       EVP and CFO  

Signatures

Damian W. Olthoff, attorney-in-fact for Stefan B. Schulz 03/04/2015
**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) Includes 55,000 performance shares (market share units) which will vest on January 1, 2018, associated with a March 3, 2015 grant, and assumes the maximum shares awarded possible at 200%.
(2) One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.
(3) This restricted stock unit grant was awarded on March 3, 2015 in the amount of 82,500 units, and vests annually in equal installments of 20,625 shares each over a four year period on January 1st of each year.
(4) Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
 
Remarks:
Exhibit 24, "Power of Attorney" is attached hereto and filed herewith.

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

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