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
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(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)
01/23/2015
(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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Performance Share Units (1) 01/23/2015   A   114,400   01/01/2018 01/01/2018 Common Stock 114,400 $ 0 388,200 (2) D  
Restricted Stock Units (3) 01/23/2015   A   57,200     (4)   (4) Common Stock 57,200 $ 0 166,125 (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   03/04/2015
**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) One share of PROS Holdings, Inc. common stock will be issued for each performance share that vests.
(2) Includes (i) 200,000 performance shares (market share units) and is associated with a February 25, 2013 grant, which will vest on January 1, 2016; (ii) 73,800 performance shares (market share units) and is associated with a February 11, 2014 grant, which will vest on January 1, 2017; and (iii) 114,400 performance shares (market share units) and is associated with a February 23, 2015 grant, which will vest on January 1, 2018. All performance share grants described herein assume the maximum possible award at 200%.
(3) Each restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(4) This restricted stock unit grant was awarded on February 23, 2015 in the amount of 57,200 units, and vests annually in equal installments over a four year period on January 1st of each year.
(5) Includes (i) 8,750 unvested restricted stock units associated with a May 10, 2011 grant, vesting in equal installments on May 10th each year, the last tranche of which will vest on May 10, 2015; (ii) 20,000 unvested restricted stock units associated with a February 14, 2012 grant, vesting in equal installments on January 1st each year, the last tranche of which will vest on January 1, 2016; (iii) 52,500 unvested restricted stock units associated with a January 18, 2013 grant, vesting in equal installments on January 1st over the next two years; (iv) 27,675 unvested restricted stock units, associated with a February 11, 2014 grant, vesting in equal installments on January 1st over the next three years; and (v) 57,200 unvested restricted stock units associated with a January 23, 2015 grant, vesting in equal installments on January 1st over the next four years.

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