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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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) 03/13/2017 (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 03/13/2017   M   27,275 (1) A $ 6 487,638 D   Common Stock 03/13/2017   S(2)   27,275 D $ 22.5 (3) 460,363 D   Common Stock 03/14/2017   M   22,725 (1) A $ 6 483,088 D   Common Stock 03/14/2017   S(2)   22,725 D $ 22.27 (4) 460,363 D

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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

NQ Stock Option

$ 6

03/13/2017

M

27,275

(5)

03/27/2017

Common Stock

27,275

$ 0

172,725 (6)

D

NQ Stock Option

$ 6

03/14/2017

M

22,725

(5)

03/27/2017

Common Stock

22,725

$ 0

150,000 (6)

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		03/15/2017
**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)	Each option granted represents the contingent right to buy one share of PROS Holdings, Inc. common stock at the price granted.
(2)	The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 13, 2017.
(3)	Represents the average price for 48 separate transactions in a range from $22.19 to $22.76 on March 13, 2017.
(4)	Represents the average price for 50 separate transactions in a range from $21.98 to $22.50 on March 14, 2017.
(5)	These 50,000 NQ stock options were granted on March 26, 2007 under the PROS Holdings, Inc. 2007 Equity Incentive Plan; one-third of which were immediately exercisable, with the remainder vesting in equal installments over the following two years.
(6)	Includes: (i) 100,000 fully vested NQ stock options granted on November 15, 2007 with an expiration date of November 15, 2017; and (ii) 50,000 fully vested NQ stock options granted on May 14, 2008, with an expiration date of May 14, 2018.

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