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) 04/03/2017 (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 04/03/2017   M   13,579 (1) A $ 16.73 473,942 D   Common Stock 04/03/2017   S(2)   13,579 D $ 23.69 (3) 460,363 D   Common Stock 04/04/2017   M   6,421 (1) A $ 16.73 466,784 D   Common Stock 04/04/2017   S(2)   6,421 D $ 23.69 (4) 460,363 D   Common Stock 04/04/2017   M   8,175 D $ 23.45 (5) 452,188 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

$ 16.73

04/03/2017

M

13,579

(6)

(6)

Common Stock

13,579

$ 0

136,421

D

NQ Stock Option

$ 16.73

04/04/2017

M

6,421

(6)

(6)

Common Stock

6,421

$ 0

130,000

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		04/05/2017
**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 or acquired 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 38 transactions in a range from $23.50 to $24.12.
(4)	Represents the average price for 10 transactions in a range from $23.56 to $23.75.
(5)	Represents the average price for 38 transactions in a range from $23.23 to $23.73.
(6)	These NQ Stock Options were granted on November 15, 2007, before Mr. Reiner became a Section 16 officer, and vested monthly, in equal installments beginning on June 1, 2009, and expire on November 15, 2017.

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