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 *
Dziersk Thomas
   2. Issuer Name and Ticker or Trading Symbol
PROS Holdings, Inc. [PRO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Worldwide Sales
(Last)
(First)
(Middle)
3100 MAIN STREET, SUITE 900		 3. Date of Earliest Transaction (Month/Day/Year)
01/15/2019
(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
Restricted Stock Units (1) 01/15/2019   A   29,047     (2)   (2) Common Stock 29,047 $ 0 80,620 (3) D  
Performance Share Units (4) 01/15/2019   A   38,730     (5)   (5) Common Stock 38,730 $ 0 91,684 (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dziersk Thomas
3100 MAIN STREET
SUITE 900
HOUSTON, TX 77002		       EVP, Worldwide Sales  

Signatures

 Damian W. Olthoff, attorney-in-fact for Thomas Dziersk   01/17/2019
**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 restricted stock unit represents the contingent right to receive one share of PROS Holdings, Inc. common stock.
(2) This restricted stock unit grant was awarded on January 15, 2019 in the amount of 29,047 restricted stock units, which vest annually, in equal installments over a four-year period, with a final lapse date of January 15, 2023.
(3) Includes: (i) 44,628 unvested restricted stock units, which vest in equal installments on October 9 for the next three years, with a final lapse date of October 9, 2021, associated with an October 9, 2017 grant; (ii) 6,945 unvested restricted stock units, which vest in equal installments on January 10 for the next three years, with a final lapse date of January 10, 2022, associated with a January 8, 2018 grant; and (iii) 29,047 unvested restricted stock units, which vest in equal installments on January 15 for the next four years, with a final lapse date of January 15, 2023, associated with a January 15, 2019 grant.
(4) One share of PROS Holdings, Inc. (the "Company") common stock will be issued for each performance share (market share unit, or "MSU") that vests.
(5) These performance share units (MSUs) will vest on January 15, 2022 at up to 200% of the grant amount if the Company's total recurring revenue measured according to U.S. generally accepted accounting principles meets certain minimum performance hurdles for the performance period of January 1, 2019 to December 31, 2020.
(6) All grants below are shown at the maximum possible award of 200%, and includes: (i) 79,338 performance shares (MSUs) which will vest on October 9, 2020, associated with an October 9, 2017 grant; (ii) 12,346 performance shares (MSUs) which will vest on January 10, 2021, associated with a January 12, 2018 grant; and (iii) 38,370 performance shares (MSUs) which will vest on January 15, 2022, associated with a January 15, 2019 grant.

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